NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of the company will be held on Wednesday, 30 November 2011 at 11:00 (SA time) at the Country Club Johannesburg, 1 Napier Road, Auckland Park, Johannesburg, South Africa (see map on page 13), to conduct the business set out below and to consider and, if deemed fit, adopt, with or without modification, the ordinary and special resolutions set out in this notice.
The record date in terms of section 59 of the Companies Act, No 71 of 2008, as amended (“Companies Act”) is 17 November 2011 for purpose of determining which shareholders of the company are entitled to participate in and vote at the annual general meeting.
Presentation of annual financial statements
The consolidated audited annual financial statements of the company and its subsidiaries, incorporating the reports of the auditors, the audit committee and the directors for the year ended 30 June 2011 will be presented to the shareholders as required in terms of section 30(3)(d) of the Companies Act.
Resolutions for consideration and adoption
| 1. |
ORDINARY RESOLUTION NUMBER 1:
Election of director
“RESOLVED THAT M Msimang, who was appointed after the last annual general meeting of the company, whose period of office terminates in accordance with the company’s memorandum of incorporation on the date of this annual general meeting and who is eligible and available for election, be and is hereby elected as a director of the company.”
(M Msimang’s curriculum vitae appears in the integrated annual report under the heading Board of directors.)
The percentage of voting rights required for ordinary resolution number 1 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 2. |
ORDINARY RESOLUTION NUMBER 2:
Election of director
“RESOLVED THAT D Noko, who was appointed after the last annual general meeting of the company, whose period of office terminates in accordance with the company’s memorandum of incorporation on the date of this annual general meeting and who is eligible and available for election, be and is hereby elected as a director of the company.” (D Noko’s curriculum vitae appears in the integrated annual report under the heading Board of directors.)
The percentage of voting rights required for ordinary resolution number 2 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 3. |
ORDINARY RESOLUTION NUMBER 3:
Election of director
“RESOLVED THAT J Wetton, who was appointed after the last annual general meeting of the company, whose period of office terminates in accordance with the company’s memorandum of incorporation on the date of this annual general meeting and who is eligible and available for election, be and is hereby elected as a director of the company.” (J Wetton’s curriculum vitae appears in the integrated annual report under the heading Board of directors.)
The percentage of voting rights required for ordinary resolution number 3 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 4. |
ORDINARY RESOLUTION NUMBER 4:
Re-election of director
“RESOLVED THAT F Abbott, who retires by rotation at this annual general meeting in accordance with the company’s memorandum of incorporation and who is eligible and available for re-election, be and is hereby re-elected as a director of the company.” (F Abbott’s curriculum vitae appears in the integrated annual report under the heading Board of directors.)
The percentage of voting rights required for ordinary resolution number 4 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 5. |
ORDINARY RESOLUTION NUMBER 5:
Re-election of director
“RESOLVED THAT G Briggs, who retires by rotation at this annual general meeting in accordance with the company’s memorandum of incorporation and who is eligible and available for re-election, be and is hereby re-elected as a director of the company.” (G Briggs’ curriculum vitae appears in the integrated annual report under the heading Board of directors.)
The percentage of voting rights required for ordinary resolution number 5 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 6. |
ORDINARY RESOLUTION NUMBER 6:
Re-election of director
“RESOLVED THAT K Dicks, who retires by rotation at this annual general meeting in accordance with the company’s memorandum of incorporation and who is eligible and available for re-election, be and is hereby re-elected as a director of the company.” (K Dicks’ curriculum vitae appears in the integrated annual report under the heading Board of directors.)
The percentage of voting rights required for ordinary resolution number 6 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 7. |
ORDINARY RESOLUTION NUMBER 7:
Election of audit committee member
“RESOLVED THAT F De Buck be and is hereby elected as a member of the company’s audit committee.” (F De Buck’s curriculum vitae appears in the integrated annual report under the heading Board of directors.)
The percentage of voting rights required for ordinary resolution number 7 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 8. |
ORDINARY RESOLUTION NUMBER 8:
Election of audit committee member
“RESOLVED THAT S Lushaba be and is hereby elected as a member of the company’s audit committee.” (S Lushaba’s curriculum vitae appears in the integrated annual report under the heading Board of directors.)
The percentage of voting rights required for ordinary resolution number 8 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 9. |
ORDINARY RESOLUTION NUMBER 9:
Election of audit committee member
“RESOLVED THAT M Motloba be and is hereby elected as a member of the company’s audit committee.” (M Motloba’s curriculum vitae appears in the integrated annual report under the heading Board of directors.)
The percentage of voting rights required for ordinary resolution number 9 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 10. |
ORDINARY RESOLUTION NUMBER 10:
Election of audit committee member
“RESOLVED THAT J Wetton be and is hereby elected as a member of the company’s audit committee.” (J Wetton’s curriculum vitae appears in the integrated annual report under the heading Board of directors.)
The percentage of voting rights required for ordinary resolution number 10 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 11. |
ORDINARY RESOLUTION NUMBER 11:
Re-appointment of external auditors
“RESOLVED THAT PricewaterhouseCoopers Incorporated be and is hereby re-appointed as the external auditors of the company.”
The percentage of voting rights required for ordinary resolution number 11 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 12. |
ORDINARY RESOLUTION NUMBER 12:
Approval of remuneration policy
“RESOLVED, as a non-binding advisory vote, that the remuneration policy of the company, as set out on pages 193 to 201 of the integrated annual report, be and is hereby approved.”
The percentage of voting rights required for ordinary resolution number 12 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 13. |
ORDINARY RESOLUTION NUMBER 13:
Authority to issue shares
“RESOLVED THAT the directors of the company be and are hereby authorised to allot and issue up to 43 008 462 authorised but unissued ordinary shares with a par value of R0.50 each in the share capital of the company, being 10% of the total issued share capital of the company as at 30 June 2011, at such time or times to such person or persons or bodies corporate upon such terms and conditions as the directors may from time to time in their sole discretion determine, subject to the provisions of the Companies Act and the listings requirements of the JSE Limited (JSE listings requirements).”
The percentage of voting rights required for ordinary resolution number 13 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution. |
| 14. |
ORDINARY RESOLUTION NUMBER 14:
Amendment to the broad-based employee share ownership plan (ESOP)
“RESOLVED THAT, in accordance with Schedule 14 of the JSE listings requirements, the trust deed of the Harmony Employees’ Share Trust be and is hereby amended in accordance with the proposed amendments detailed in Annexure 1 to this notice.”
The percentage of voting rights required for ordinary resolution number 14 to be adopted: more than 75% (seventy five percent) of the voting rights exercised on the resolution. |
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