Notice of the twelfth annual general meeting
MTN GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1994/009584/06)
(MTN Group or the company)
JSE code: MTN
ISIN: ZAE000042164
Notice is hereby given that the twelfth annual general meeting of shareholders of the company will be held
in the Auditorium, Phase II, 216 – 14th Avenue, Fairland, Gauteng on Wednesday, 13 June 2007 at 14:30, for
purposes of the business as outlined hereafter:
For the purposes hereof “Group” shall bear the meaning assigned to it by the JSE Listings Requirements
(Listings Requirements) of the JSE Limited (JSE), which defines “Group” as a holding company, not itself being
a wholly owned subsidiary, together with all companies being its subsidiaries.
Shareholders are advised that the chairman of the meeting intends to exercise his discretion as contemplated
in Article 57 of the articles of association to require that all resolutions, ordinary and special, be conducted by
way of a poll and not by way of a show of hands.
To consider and if deemed fit, pass with or without modification, resolutions number 1 to 6 as ordinary
resolutions and resolution number 7 as a special resolution.
ORDINARY RESOLUTIONS
| 1 |
To receive and consider, by way of ordinary resolution the annual financial statements of the Group and
the company for the year ended 31 December 2006, including the report of the directors and the external
auditors. |
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| 2 |
To elect, in accordance with the company’s articles of association and by way of separate ordinary
resolutions as required under section 210(1) of the Companies Act, 1973 (Act 61 of 1973), as amended,
(the Companies Act), Messrs MC Ramaphosa, PF Nhleko, RS Dabengwa, DDB Band and AF van Biljon as
directors of the company who retire at the annual general meeting by rotation and are eligible and offer
themselves for re-election and Messrs AT Mikati and J van Rooyen (who having been appointed during
the course of the last financial year), who are required to retire at the annual general meeting and who
offer themselves for re-election. Profiles of the directors to be elected are listed below: |
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| 2.1 |
MC Ramaphosa
Age: 54
Appointed: 10 October 2001
Educational qualification: BProc, LLD (hc)
| Directorship: |
Executive chairman of Shanduka Group (Pty) Limited and among others, a director of
Alexander Forbes Limited, Standard Bank Group Limited, The Bidvest Group Limited and
SABMiller Plc. Currently the non-executive chairman of MTN Group Limited. |
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| 2.2 |
PF Nhleko
Age: 47
Appointed: 1 July 2002
Educational qualification: BSc (Civil Eng), MBA
| Directorship: |
Non-executive chairman of World Wide Investments Holdings (Pty) Limited and a director of
the Global System for Mobile Communications Association (GSMA). Director of various MTN
Group subsidiary companies. |
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| 2.3 |
RS Dabengwa
Age: 49
Appointed: 1 October 2001
Educational qualification: BSc (Eng), MBA
Directorship: Director of various MTN Group subsidiary companies. |
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| 2.4 |
AF van Biljon
Age: 59
Appointed: 1 November 2002
Educational qualification: BCom, CA(SA), MBA
Directorship: Non-executive director of, among others, Peermont Global Limited, Hans Merensky Holdings
(Pty) Limited and Alexander Forbes Limited. |
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| 2.5 |
DDB Band
Age: 63
Appointed: 1 October 2001
Educational qualification: BCom, CA(SA)
| Directorship: |
Non-executive director of, among others, Standard Bank Group Limited, Tiger Brands Limited
and The Bidvest Group Limited. |
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| 2.6 |
AT Mikati
Age: 34
Appointed: 17 July 2006
Educational qualification: BSc
Directorship: CEO of M1 Group Limited and director of various other MTN Group subsidiary companies. |
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| 2.7 |
J van Rooyen
Age: 57
Appointed: 17 July 2006
Educational qualification: BCom; BCompt (Hons); CA(SA)
| Directorship: |
CEO of Uranus Investment Holdings (Pty) Limited and among others, the non-executive
chairman of SAB&T Ubuntu Holdings Limited, a trustee of the International Accounting
Standards Committee Foundation and non-executive director of Pick ’n Pay Stores Limited. |
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| 3 |
“RESOLVED THAT all the unissued ordinary shares of 0,01 cent each in the share capital of the company be
and are hereby placed at the disposal and under the control of the directors, and that the directors be and
are hereby authorised and empowered to allot, issue and otherwise to dispose of and/or to undertake to
allot, issue or otherwise dispose of such shares to such person or persons on such terms and conditions
and at such times as the directors may from time to time at their discretion deem fit (save for the unissued
ordinary shares which have specifically been reserved for the company’s share incentive schemes, being
5% of the total issued share capital, in terms of ordinary resolutions duly passed at previous annual
general meetings of the company (the unissued scheme shares), which shall be issued to such person
or persons on such terms and conditions in accordance with the terms of such authorising resolutions),
subject to the aggregate number of such ordinary shares able to be allotted, issued and otherwise
disposed of and/or so undertaken to be allotted, issued or disposed of in terms of this resolution being
limited to 10% of the number of ordinary shares in issue as at 31 December 2006 (but excluding, in
determining such 10% limit, the unissued scheme shares) and further subject to the provisions applicable
from time to time of the Companies Act and the Listings Requirements of the JSE Limited, each as
presently constituted and which may be amended from time to time.”
A majority of the votes cast by all shareholders or represented by proxy at the annual general meeting will
be required to approve ordinary resolutions numbered 1 to 7. |
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| 4 |
“RESOLVED THAT, subject to no less than 75% (seventy-five per cent) of the votes cast by those
shareholders of the company present in person or represented by proxy to vote at this annual general
meeting voting in favour of this ordinary resolution, the directors of the company be and are hereby
authorised and empowered, by way of a general authority, on behalf of the company to allot and issue,
or to undertake to allot and issue, equity securities in the company (which shall include for the purposes
of this ordinary resolution, the grant or issue of options or convertible securities that are convertible
into an existing class of securities) for cash (or the extinction or payment of any liability, obligation or
commitment, restraint or settlement of expenses) to such persons, on such terms and conditions and
at such times as the directors may from time to time at their discretion deem fit, but subject to the
provisions applicable from time to time of the Companies Act and the Listings Requirements of the JSE
Limited, each as presently constituted and which may be amended from time to time, and subject further
to the additional restriction that the 15% limit referred to in Rule 5.52(c) of the Listings Requirements of
the JSE Limited be reduced to (and read as) 10% for the purposes of this authorisation.”
As at the last practicable date, the Listings Requirements provide inter alia:
| (i) |
That the equity securities shall be of a class already in issue or, where this is not the case, must be limited
to such securities or rights that are convertible into a class already in issue; |
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| (ii) |
That the equity securities shall be issued to “public shareholders” and not to “related parties” as those
terms are defined in the Listings Requirements; |
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| (iii) |
That after the company issues equity securities in terms of an approved general issue for cash representing,
on a cumulative basis within a financial year, 5% or more of the number of equity securities in issue prior
to such issue, the company shall publish (at the time the said percentage is reached or exceeded) an
announcement giving full details of the issue, including (a) the number of securities issued; (b) the average
discount to the weighted average traded price of the equity securities over the 30 (thirty) days prior to the
date that the price of the issue was determined or agreed by the directors of the company, (c) the effect
of the issue on net asset value per share, net tangible asset value per share, earnings per share, headline
earnings per share, and, if applicable, diluted earnings and headline earnings per share; |
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| (iv) |
That the securities which are the subject of a general issue for cash: |
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a) |
in the aggregate in any one financial year, may not exceed 15% of equity securities in issue for that class (for
the purpose of determining the securities comprising the 15% number in any one year, account must be
taken of the dilution effect, in the year of issue of options/convertible securities, by including the number of
any equity securities which may be issued in future arising out of the issue or exercise of such options/
convertible securities). The terms of the proposed resolution, however, further restricts this to a maximum of
10% of the issued share capital of a class and not the full 15% allowed under the Listings Requirements; |
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b) |
of a particular class will be aggregated with any securities that are compulsorily convertible into
securities of that class and, in the case of the issue of compulsorily convertible securities, aggregated
with the securities of that class into which they are compulsorily convertible; |
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c) |
as regards the number of securities which may be issued, (the 10% number, as limited by the terms of
the resolution), shall be based on the number of securities of that class in issue added to those that may
be issued in future (arising from the conversion of options/securities) at the date of such application:
| (i) |
less any securities of the class issued or to be issued in future arising from options/convertible
securities issued during the current financial year; |
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| (ii) |
plus any securities of that class to be issued pursuant to a rights issue which has been announced,
is irrevocable and is fully underwritten, or pursuant to an acquisition (which has had final terms
announced), may be included as though they were securities in issue at the date of application; |
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| (v) |
That the maximum discount at which the equity securities will be issued for cash will be 10% of the weighted
average traded price of those equity securities measured over the 30 (thirty) business days prior to the date
that the price of the issue is determined or agreed by the directors of the company and where the equity
securities have not traded in such 30 (thirty) business day period, the JSE should be consulted for a ruling; |
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| (vi) |
That, in respect of options and convertible securities granted or issued for cash, if the discount to market
price at the time of exercise of the option or conversion of the convertible security is not known at
the time of the grant or issue of the option or convertible security, or if it is known that the discount
will exceed 10% of the 30 day weighted average traded price of the security at the date of exercise or
conversion, then the grant or issue will be subject to the company providing its holders of securities with
a fair and reasonable statement complying with the requirements of the Listings Requirements from an
independent professional expert acceptable to the JSE, indicating whether or not the grant or issue is fair
and reasonable to the company’s holders of securities; and |
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| (vii) |
That the general authorisation of the directors to allot and issue equity securities for cash will be valid
until the earlier of the next annual general meeting of the company and the expiration of a period of
15 (fifteen) months from the date of passing this ordinary resolution.” |
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| 5 |
Pursuant to the adoption of the MTN Group Share Incentive Scheme at the general meeting held on
26 September 2001, which was subsequently amended in June 2006 to incorporate a Share Appreciation
Rights Scheme, under which participants are allocated share appreciation rights which vest over a period
of five years at the following vesting rate:
- no SARs may be exercised prior to the second anniversary of the Date of Grant;
- no more than 20% of the SARs granted to an employee may be exercised prior to the expiry of three
years from the Date of Grant;
- no more than 40% of the SARs granted to an employee may be exercised prior to the expiry of four
years from the Date of Grant;
- no more than 70% of the SARs granted to an employee may be exercised prior to the expiry of five years
from the Date of Grant; and
- any balance of the SARs granted to an employee may only be exercised after the expiry of five years
from the Date of Grant,
It is hereby RESOLVED THAT, the MTN Group Board, together with the Trustees of the MTN Group Share
Trust, be and they are hereby authorised to exercise their discretion, to accelerate the vesting periods in
exceptional circumstances, provided always that the changes do not allow a participant to exercise 100%
of the SARs granted to him/her prior to the expiry of three years from the Date of Grant. |
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| 6 |
“RESOLVED THAT, any two directors of the company be and are hereby authorised to do all such things as
are necessary and to sign all such documents issued by the company so as to give effect to the ordinary
and special resolutions passed by shareholders at the annual general meeting.
A majority of the votes cast by all shareholders or represented by proxy at the annual general meeting will be
required to approve ordinary resolutions number 4 and 5. |
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| 7 |
SPECIAL RESOLUTION
To consider, and if deemed fit, to pass the following special resolution with or without amendment:
Preamble
The board of directors of the company has considered the impact of a repurchase of up to 10% of the
company’s shares, which falls within the amount permissible under a general authority in terms of the
Listings Requirements of the JSE Limited. Should the opportunity arise and should the directors deem
it to be advantageous to the company to repurchase such shares, it is considered appropriate that the
directors be authorised to repurchase the company’s shares. |
Special resolution number 1
“RESOLVED THAT the company, or a subsidiary of the company, be and is hereby authorised, by way of a
general authority contemplated in sections 85(2), 85(3) and 89 of the Companies Act, 1973 (Act 61 of 1973),
as amended, (the Companies Act), to repurchase shares issued by the company or its holding company, if any,
upon such terms and conditions and in such amounts as the directors of the company may from time to time
determine, but subject to the applicable provisions of the Companies Act and the Listings Requirements of
the JSE Limited, each as presently constituted and which may be amended from time to time; [and subject
further to the restriction that that the repurchases by the company, or any of its subsidiaries, of shares in the
company of any class hereunder shall not, in aggregate in any one financial year, exceed 10% of the shares in
issue in such class as at the commencement of such financial year.”
As at the last practicable date, the Listings Requirements of the JSE Limited provide in this regard inter alia
that:
| 1 |
any such repurchase of shares shall be implemented through the order book operated by the JSE
Limited’s trading system and done without any prior understanding or arrangement between such
company and the counter-party (reported trades are prohibited); |
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| 2 |
authorisation thereto is given by the company’s articles of association; |
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at any point in time, such company may only appoint one agent to effect any repurchase(s) on its behalf; |
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the general authority shall only be valid until the company’s next annual general meeting or 15 (fifteen)
months from the date of passing of this special resolution number 1, whichever is the earlier; |
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| 5 |
when the company or a subsidiary of the company has cumulatively repurchased 3% of any class of the
company’s shares in issue on the date of passing of this special resolution number 1 (the initial number),
and for each 3% in aggregate of that class of securities acquired thereafter, in each case in terms of this
resolution, an announcement shall be published on SENS and in the press as soon as possible and not
later than 08:30 on the business day following the day on which the relevant threshold is reached or
exceeded, and the announcement shall comply with the requirements of the JSE Listings Requirements; |
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| 6 |
that all general repurchases by the company of its own shares shall not, in aggregate in any one financial
year, exceed 20% of the company’s issued share capital of that class. The terms of the proposed special
resolution, however, further restricts this to a maximum of 10% of the issued share capital of a class and
not the full 20% allowed under the Listings Requirements of the JSE Limited; |
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| 7 |
that any repurchase by the company or a subsidiary of the company of the company’s own shares shall
only be undertaken if, after such repurchase, the company still complies with the shareholder spread
requirements as contained in the Listings Requirements of the JSE Limited; |
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| 8 |
that the company or its subsidiaries may not purchase any of the company’s shares during a “prohibited
period” as defined in the Listings Requirements of the JSE Limited; |
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| 9 |
no repurchases may be made at a price which is greater than 10% above the weighted average of the
market value for the securities for the five business days immediately preceding the date on which
the transaction is effected (the maximum price). The JSE will be consulted for a ruling if the applicant’s
securities have not traded in such a five-day period; |
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| 10 |
if the company enters into derivative transactions that may or will result in the repurchase of shares
in terms of this general authority, such transactions will be subject inter alia to the requirements in
paragraph 2, 3, 4, 6 and 7 above, and the following requirements:
| a) |
the strike price of any put option written by the company less the value of the premium received by
the company for that put option may not be greater than the fair value of a forward agreement based
on a spot price not greater that the maximum price; |
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| b) |
the strike price and any call option may be greater than the maximum price at the time of entering into
the derivative agreement, but the company may not exercise the call option if it is more than 10% “out
of the money”; |
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the strike price of the forward agreement may be greater than the maximum price but limited to the
fair value of a forward agreement calculated from a spot price not greater than the maximum price. |
This resolution is required to be passed, on a show of hands, by not less than 75% of the number of
shareholders of the company entitled to vote on a show of hands, at the meeting who are present in
person or by proxy or, where a poll has been demanded, by not less than 75% of the total votes to which
the shareholders present in person or by proxy are entitled. However, it should be noted that, at the
request of the board, the chairman intends to exercise his discretion to require that the resolution be
voted on by way of a poll and not by way of a show of hands.
For the purpose of considering special resolution number 1 and in compliance with paragraph 11.26
of the Listings Requirements of the JSE Limited, the information listed below has been included in the
annual report, in which this notice of annual general meeting is included, at the places indicated:
- directors and management – refer to pages 18, 19 and 29 of this report;
- major shareholders – refer to page 175 of this report;
- directors’ interest in securities – refer to page 185 of this report;
- share capital of the company – refer to page 230 of this report;
- the directors, whose names are set out on pages 18 and 19 of this report, collectively and individually
accept full responsibility for the accuracy of the information contained in this Special Resolution and certify
that to the best of their knowledge and belief, there are no other facts, the omission of which, would make
any statement false or misleading and that they have made all reasonable queries in this regard; and
- there are no legal or arbitration proceedings (including any such proceeding that are pending or
threatened of which the company is aware), which may have or have had a material effect on the
company’s financial position over the last 12 months.
- at the date of completing this notice there have been no material changes in the financial or trading
position of the company and its subsidiaries that have occurred since December 2006.
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Reason for and effect of special resolution number 1
The reason for and effect of special resolution number 1 is to grant the company, or a subsidiary of the
company, a general approval in terms of the Companies Act, for the acquisition of shares of the company.
Such general authority will provide the board with the flexibility, subject to the requirements of the
Companies Act, and the Listings Requirements of the JSE Limited, to repurchase shares should it be in the
interests of the company at any time while the general authority exists. This general approval shall be valid
until the next annual general meeting of the company, or its variation or revocation of such general authority
by special resolution by any subsequent general meeting of the company, provided that the general authority
shall not be extended beyond 15 (fifteen) months from the date of passing this special resolution.
Voting
The directors of the company decided that in order to reflect more accurately the views of all members
and best practice, all resolutions and substantive decisions at the annual general meeting were to be put
to a vote on a poll, rather than being determined simply on a show of hands. The MTN Group Limited has
a large number of members and it is not possible for them all to attend the meeting. In view of this and
because voting on resolutions at annual general meetings of the MTN Group Limited is regarded of high
importance, putting all resolutions to a vote on a poll takes account of the wishes of those members who are
unable to attend the meeting in person, but who have completed a form of proxy. A vote on a poll also takes into account the number of shares held by each member, which the board believes is a more democratic
procedure. This year, all resolutions will again be put to a vote on a poll.
Furthermore, shareholders are advised that the voting at this annual general meeting will be undertaken
electronically. An electronic voting handset will be distributed before the start of the meeting to all members
who attend in person and are eligible to vote. The registrars will identify each member’s individual shareholding
so that the number of shares that each member has at the meeting will be linked to the number of votes which
each member will be able to exercise via the electronic handset. Members who have completed and returned
forms of proxy will not need to vote using a handset at the meeting unless they wish to change their votes.
Proxies
A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend,
vote and speak in his/her stead at the annual general meeting. A proxy need not be a member of the company.
A form of proxy, in which is set out the relevant instructions for its completion, is attached for use by certificated
shareholders and dematerialised shareholders with “own name” registration of the company who wish to appoint
a proxy. The instrument appointing a proxy and the authority, if any, under which it is signed must be received by
the company or its registrars at the addresses given below by not later than 14:30 on Monday, 11 June 2007.
All beneficial owners of shares who have dematerialised their shares through a Central Securities Depository
Participant (CSDP) or broker, other than those shareholders who have dematerialised their shares in “own
name” registrations, and all beneficial owners of shares who hold certificated shares through a nominee, must
provide their CSDP, broker or nominee with their voting instructions. Voting instructions must reach the CSDP,
broker or nominee in sufficient time and in accordance with the agreement between the beneficial owner,
and the CSDP, broker or nominee (as the case may be) to allow the CSDP, broker or nominee to carry out the
instructions and lodge the requisite authority by 14:30 on Monday, 11 June 2007.
Should such beneficial owners, however, wish to attend the meeting in person, they may do so by requesting
their CSDP, broker or nominee to issue them with appropriate authority in terms of the agreement entered
into between the beneficial owner, and the CSDP, broker or nominee (as the case may be).
Shareholders who hold certificated shares in their own name and shareholders who have dematerialised their
shares in “own name” registration must lodge their completed proxy forms with the company’s registrars at the
address provided below or at the registered office of the company not later than 14:30 on Monday, 11 June 2007.
By order of the board
SB Mtshali
Group secretary
17 May 2007
Business address and registered office
216 – 14th Avenue,
Fairland, 2195
(Private Bag 9955, Cresta, 2118)
South African registrars
Computershare Investor Services 2004 (Pty) Limited
Registration number 2004/003647/07
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Fax number: +27 11 688 5238 |
Shareholder communication
Computershare Investor Services 2004 (Pty) Limited
Registration number 2004/003647/07
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Toll-free: 0800 202 360
Tel: +27 11 870 8206 |
Explanatory notes to resolutions for approval at the
twelfth annual general meeting
For any assistance or information, please phone the MTN Group ShareCare Line on 0800 202 360 or on
+27 11 870 8206.
Receipt, consideration and adoption of the Group and company annual financial statements for the year
ended 31 December 2006
The directors have to present the annual financial statements to shareholders at the annual general meeting,
incorporating the report of the directors, together with the report of the external auditors contained in the
annual report.
Re-election of directors retiring at the annual general meeting
In terms of articles 84 and 85 of the company’s articles of association, one third of the directors who have
been longest in office since their last election are required to retire at each annual general meeting and may
offer themselves for re-election for a period not longer than three years. Biographical details of the retiring
directors offering themselves for re-election are given on page 280 of the annual report.
Confirmation of appointments as directors
Any person appointed by the board of directors to fill a casual vacancy on the board of directors, or as an
addition thereto, holds office until the next annual general meeting in terms of the company’s articles of
association, and is eligible for election at that meeting.
Placing of unissued ordinary shares under the control of the directors but limited to 10% of the shares in
issue as at 31 December 2006
and
Ordinary resolution number 3
In terms of sections 221 and 222 of the Companies Act the shareholders of the company have to approve the
placement of the unissued shares under the control of the directors.
The existing authority is due to expire at the forthcoming annual general meeting, unless renewed. The
authority will be subject to the Companies Act and the Listings Requirements of the JSE Limited.
The directors consider it advantageous to renew this authority to enable the company to take advantage of
any business opportunity that may arise in the future.
General authority to the directors to issue equity securities for cash and waiver of the pre-emptive rights
to which shareholders may be entitled on the issue of such equity securities for cash
and
Ordinary resolution number 4
The pre-emptive rights, to which shareholders are otherwise entitled, in terms of the Listings Requirements
of the JSE Limited to participate in any future issues of new equity securities for cash which may be made
by the company, will, pursuant to paragraph 3.32 of the Listings Requirements of the JSE Limited, not apply
to any issue for cash effected by the company pursuant to the authority that may be given under ordinary
resolution 4.
The directors consider it advantageous to grant this authority to enable the company to take advantage of
any business opportunity that may arise in the future. It also has to be noted that, in terms of the Listings
Requirements of the JSE Limited, ordinary resolution number 4 has to be passed by a 75% majority of
shareholders present or represented by proxy and entitled to vote at the annual general meeting.
Ordinary resolution number 5
In accordance with the provisions of the Trust Deed governing the Share Appreciation Rights Scheme, which
has since its adoption in 2006 replaced the Share Option Scheme, all scheme shares allocated to participants,
vest over a period of five years at a vesting rate as follows:
- no SARs may be exercised prior to the second anniversary of the Date of Grant;
- no more than 20% of the SARs granted to an employee may be exercised prior to the expiry of three years
from the Date of Grant;
- no more than 40% of the SARs granted to an employee may be exercised prior to the expiry of four years
from the Date of Grant;
- no more than 70% of the SARs granted to an employee may be exercised prior to the expiry of five years
from the Date of Grant; and
- any balance of the SARs granted to an employee may only be exercised after the expiry of five years from
the Date of Grant,
The effect of ordinary resolution number 5 will allow the board of directors of MTN Group Limited and the
Trustees to exercise their discretion to change the vesting period in respect of the share appreciation rights
allocated to the current participants in exceptional circumstances
The amendment is however, further subject to the participant not being allowed to exercise 100% of the
share appreciation rights granted to him prior to the expiry of three years from the Date of Grant of the share
appreciation rights.
General authority for the company and/or a subsidiary to acquire securities in the company
and
Special resolution number 1 (item 7 page 283)
The reason for and effect of special resolution number 1 is to grant the company, or a subsidiary of the
company, approval, in terms of the Companies Act and the Listings Requirements of the JSE Limited, to
repurchase the company’s shares should it be in the interests of the company to do so at any time while the
authority exists.
This general approval shall be valid until the next annual general meeting of the company, or the variation
or revocation of such general authority by special resolution by any subsequent general meeting of the
company, provided that the general authority shall not be extended beyond 15 (fifteen) months from the
date of passing the special resolution.
The resolution is required to be passed, on a show of hands, by not less than 75% of the number of
shareholders of the company entitled to vote on a show of hands at the meeting who are present in person
or by proxy or, where a poll has been demanded, by not less than 75% of the total votes to which the
shareholders present in person or by proxy are entitled. However, it should be noted that at the request of the
board the chairman intends to exercise his discretion to require that the resolution be voted on by way of a
poll and not by way of a show of hands.
Voting and proxies
| 1 |
Every holder of shares present in person or by proxy at the meeting, or, in the case of a body corporate
represented at the meeting, shall be entitled to one vote on a show of hands and on a poll shall be
entitled to one vote for every share held. Duly completed proxy forms or powers of attorney must
be lodged with the company’s registrars at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107) or at the registered offices of the company, not less than 48 (forty eight) hours
before the time appointed for holding the meeting. As the meeting is to be held at 14:30 on Wednesday,
13 June 2007, proxy forms or powers of attorney must be lodged on or before 14:30 on Monday,
11 June 2007. The names and addresses of the registrars are given on the back of the proxy form as well
as on page 291 of the annual report. |
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A shareholder (including certificated shareholders and dematerialised shareholders who hold their shares
with “own name” registration) entitled to attend and vote at the meeting may appoint a proxy or proxies
to attend, speak and vote in his/her/its stead. A proxy does not have to be a shareholder of the company.
The appointment of a proxy will not preclude the shareholder who appointed that proxy from attending
the annual general meeting and speaking and voting in person thereat to the exclusion of any such
proxy. A form of proxy for use at the meeting is attached. |
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| 3 |
The attention of shareholders is directed to the additional notes relating to the form of proxy attached. |
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| 4 |
Dematerialised shareholders other than dematerialised shareholders who hold their shares with “own
name” registration, who wish to attend the annual general meeting have to contact their Central
Securities Depository Participant (CSDP) or broker who will furnish them with the necessary authority to
attend the annual general meeting, or they have to instruct their CSDP or broker as to how they wish to
vote in this regard. This has to be done in terms of the agreement entered into between such shareholder
and his/her CSDP or broker. |
Appendix to the notice of annual general meeting
Important notes about the annual general meeting (AGM)
| Date: |
Wednesday, 13 June 2007, at 14:30 |
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| Venue: |
The Auditorium, Phase II, 216 – 14th Avenue, Fairland, Gauteng |
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| Time: |
The AGM will start promptly at 14:30 |
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Shareholders wishing to attend are advised to be in the auditorium not later than 14:15. The
meeting will commence with a short presentation informing shareholders of the electronic
voting process to be utilised at the meeting. Staff will direct shareholders to the AGM.
Refreshments will be served after the meeting. |
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| Admission: |
Shareholders attending the AGM are asked to register at the registration desk in the auditorium
reception area at the venue. Shareholders, proxies and others may be required to provide proof
of identity. |
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| Security: |
Secured parking is provided at the venue at owners’ own risk. Mobile telephones should be
switched off or be on silent mode for the duration of the proceedings. |
PLEASE NOTE
| 1 |
Certificated shareholders and dematerialised shareholders who hold their shares with “own
name” registration
Shareholders wishing to attend the AGM have to ensure beforehand, with the registrars of the company,
that their shares are in fact registered in their names. Should this not be the case and the shares be
registered in any other name or in the name of a nominee company, it is incumbent on such beneficial
owners who wish to attend the meeting to make the necessary arrangements with that party to be able
to attend and vote in their personal capacity. The proxy form contains detailed instructions in this regard. |
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| 2 |
Enquiries
Any shareholders having difficulties or queries in regard to the AGM or the above are invited to
contact the Group Secretary, SB Mtshali on +27 11 912 4067 or the ShareCare Line on 0800 202 360 or
+27 11 870 8206. Calls may be monitored and recorded for quality control and record purposes. |
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