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Company annual financial statements

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Notice to shareholders

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The fifty-fourth annual general meeting of shareholders will be held at the Company’s head office in the Boardroom, 2nd Floor,
2 Fricker Road, Illovo, Johannesburg on Tuesday, 19 October 2010 at 11:00 for the following purposes:

Annual financial statements

1.	To receive and consider the financial statements for the year ended 30 June 2010.

External auditors

2.	To consider and approve the appointment of PricewaterhouseCoopers with JP van Staden as the designated partner, as the external auditors until the next annual general meeting.

Directorate

To elect directors in place of those retiring in terms of the articles of association. The following directors are eligible and offer themselves for re-election:

Re-appointment:

Mr JM McMahon

New appointments:

Mr PA Dunne
Mr TP Goodlace
Mr M Pooe

Curriculum vitae of the retiring directors are set out on page 141.

To determine the remuneration of the directors (refer to page 163 of the remuneration report).

Control of unissued capital

To consider, and if deemed fit, to pass with or without modification the under mentioned resolution as an ordinary resolution:

“That the authorised but unissued shares in the capital of the Company be placed under the control of the directors of the Company and the directors are hereby authorised and empowered to allot, issue and otherwise dispose thereof to such person or persons and on such terms and conditions at their discretion subject to a maximum of 5% (five percent) of the issued share capital and subject to Section 221 (2) of the Companies Act No 61 of 1973 and the Listings Requirements of JSE Limited”.

Special business

Share buy-back

To pass with or without modification the following resolution as a special resolution:

Special resolution

That in terms of the Company’s articles of association, the Company’s directors be hereby authorised, by way of a general authority to repurchase issued shares in the Company or to permit a subsidiary of the Company to purchase shares in the Company, as and when deemed appropriate, subject to the following requirements:


(a)	that this authority shall be valid until the Company’s next annual general meeting provided that it shall not extend beyond fifteen months from the date of this annual general meeting;
(b)	that any such repurchase be effected through the order book operated by the JSE Limited (“the JSE”) trading system and done without any prior understanding or agreement between the Company and the counterparty;
(c)	that authorisation thereto is given by the Company’s articles of association;
(d)	that a paid announcement giving such details as may be required in terms of the Listings Requirements of the JSE (“Listings Requirements”) be published when the Company or its subsidiaries have repurchased in aggregate 3% of the initial number of shares in issue, as at the time that the general authority was granted, and for each 3% in aggregate of the initial number of shares which are acquired thereafter;
(e)	that a general repurchase may not in the aggregate in any one financial year exceed 10% of the number of shares in the Company’s issued share capital at the time this authority is given, provided that a subsidiary of the Company may not hold at any one time more than 10% of the number of issued shares of the Company;
(f)	that no repurchase will be effected during a prohibited period (as defined by the Listings Requirements) unless a repurchase programme is in place, where dates and quantities of shares to be traded during the prohibited period are fixed and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period;
(g)	that at any one point in time, the Company may only appoint one agent to effect repurchases on the company’s behalf;
(h)	that the Company may only undertake a repurchase of securities if, after such repurchase, the spread requirements of the Company comply with the Listings Requirements;
(i)	that, in determining the price at which shares may be repurchased in terms of this authority, the maximum premium permitted is 10% above the weighted average traded price of the shares as determined over the five days prior to the date of repurchase (“the maximum price”); and
(j)	that such repurchase shall be subject to the Companies Act (Act 61 of 1973) as amended, (“the Companies Act”) and the applicable provisions of the Listings Requirements.

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