Notice to shareholders

 
 

MVELAPHANDA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/004153/06)
Ordinary share code: MVG
Ordinary share ISIN: ZAE000060737
Preference share code: MVGP
Preference share ISIN: ZAE000073540
(“Mvelaphanda Group” or “the Company”)

Notice is hereby given that the 16th annual general meeting of shareholders of Mvelaphanda Group will be held in the boardroom, PKF’s offices at 42 Wierda Road West, Wierda Valley, Sandton, at 11:00 on Tuesday, 1 November 2011 to conduct the following business:

This document is important and requires your immediate attention.

If you are in any doubt as to what action you should take, please consult your broker, Central Securities Depository Participant (“CSDP”), legal adviser, banker, financial adviser, accountant or other professional adviser immediately. If you have disposed of all your shares in Mvelaphanda Group, please forward this document, together with the enclosed form of proxy, to the purchaser of such shares or the broker, banker or other agent through whom you disposed of such shares.

1. To present the annual financial statements for the year ended 30 June 2011 as set out here, the directors’ report as set out here and the report of the audit committee as set out here to the annual report, of which this notice forms part.
2. To appoint a firm of external auditors for the Company for the ensuing financial year and to note the remuneration of the external auditors as determined by the audit committee of the board. The audit committee of the board has nominated PKF (Jhb) Inc. for the reappointment as independent auditors and recommends Paul Badrick for appointment as the designated audit partner. Particulars of the auditors’ remuneration are set out in note 19 of the annual financial statements, of which this notice forms part.
3.

To re-elect the directors who retire in accordance with the provisions of the Company’s Memorandum of Incorporation.

In terms of clause 53.2 of the Memorandum of Incorporation, Messrs K Dlamini and O Mabandla retire at the forthcoming annual general meeting, but, being eligible, offer themselves for re-election. A brief curriculum vitae in respect of each director referred to above appears here of the annual report, of which this notice forms part.
4.

To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:

Ordinary resolution number 1
“That the shareholders elect, each by way of a separate vote the following independent non-executive directors as members of Mvelaphanda Group’s audit committee

  • Hopkins
  • Dlamini
  • Mabandla

A brief curriculum vitae in respect of each director referred to above appears here, of which this notice forms part.”

This ordinary resolution number 1 is to be voted on by the ordinary shareholders, the option-holding shareholders and the preference shareholders.

The percentage of voting rights required for ordinary resolution number 1 to be adopted; more than 50% of the voting rights exercised on the resolution.
5.

To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:

Ordinary resolution number 2
“Resolved that, through a non-binding advisory vote, the Company’s Remuneration Policy for the 2011 financial year, appearing here of the directors’ report, of which this notice forms part, be and is hereby endorsed.

This ordinary resolution number 2 is to be voted on by the ordinary shareholders, the option-holding shareholders and the preference shareholders.

The percentage of voting rights required for ordinary resolution number 2 to be adopted; more than 50% of the voting rights exercised on the resolution.
6.

To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:

Ordinary resolution number 3
“Resolved that the remuneration of the directors, for their services as directors of the Company, for the year ended 30 June 2011, be and is hereby approved in compliance with the provisions of article 37 of the Company’s Memorandum of Incorporation.”

Additional information in respect of ordinary resolution number 3
The reason for and the effect of the ordinary resolution is to approve the remuneration paid by the Company to its directors, for their services as directors of the Company, for the period ended 30 June 2011. The calculation of the directors’ remuneration is set out here of the directors’ report, of which this notice forms part.

This ordinary resolution number 3 is to be voted on by the ordinary shareholders, the option-holding shareholders and the preference shareholders.

The percentage of voting rights required for ordinary resolution number 3 to be adopted; more than 50% of the voting rights exercised on the resolution.
7.

To consider and, if deemed fit, to pass, with or without modification, the following special resolution:

Special resolution number 1
“Resolved that the remuneration of the directors, for their services as directors of the Company, for the next 2 (two) years from the date of the passing of this special resolution, be and is hereby approved in compliance with the provisions of section 66(9) of the Companies Act, 71 of 2008, as amended.”

Additional information in respect of special resolution number 1
The reason for and the effect of the special resolution is to approve the remuneration payable by the Company to its directors, for their services as directors of the Company, for the next 2 (two) years from the date of the passing of this special resolution. The calculation of the directors’ anticipated remuneration is set out in the table below:

Directors’ fees per meeting:   30 June  
2012  
R  		 30 June  
2013  
R  
Board         
Fees – director     32 134,96   34 063,06  
Remuneration committee (“Remco”)       
Fees – Remco chairperson      23 146,16   24 534,93  
Fees – Remco member     21 011,32   22 272,00  
Audit committee (“Audit com”)       
Fees – Audit com chairperson     46 741,76   49 546,27  
Fees – Audit com member     23 370,88   24 773,13  
Special board meeting        
Fees – director     18 539,40   19 651,76  

This special resolution number 1 is to be voted on by the ordinary shareholders, the option-holding shareholders and the preference shareholders.

The percentage of voting rights required for special resolution number 1 to be adopted; at least 75% of the voting rights exercised on the resolution.
8.

To consider and, if deemed fit, to pass, with or without modification, the following special resolution:

Special resolution number 2
“Resolved that, as a special resolution, in terms of section 45 of the Companies Act, 71 of 2008, as amended (“the Companies Act”), the shareholders of the Company hereby approve of the Company providing, at any time and from time to time during the period of 2 (two) years commencing on the date of this special resolution, any direct or indirect financial assistance as contemplated in section 45 of the Companies Act to any 1 (one) or more related or inter-related companies or corporations of the Company.

(a) (i) the recipient or recipients of such financial assistance, and (ii) the form, nature and extent of such financial assistance, and (iii) the terms and conditions under which such financial assistance is provided, are determined by the board of directors of the Company from time to time; and
(b) the board of directors of the Company may not authorise the Company to provide any financial assistance pursuant to this special resolution unless the board meets all those requirements of section 45 of the Companies Act which it is required to meet in order to authorise the Company to provide such financial assistance.”


This special resolution number 2 is to be voted on by the ordinary shareholders, the option-holding shareholders and the preference shareholders.

The percentage of voting rights required for special resolution number 2 to be adopted; at least 75% of the voting rights exercised on the resolution.

9.

To consider and, if deemed fit, to pass, with or without modification, the following special resolution:

Special resolution number 3

“Resolved that, as a special resolution, the Company, or any of its subsidiaries, be and are hereby authorised, by way of a general authority, to approve the purchase of its own ordinary shares, and the purchase of ordinary shares in the Company by any of its subsidiaries, upon such terms and conditions and in such amounts as the board of directors of the Company may from time to time determine, but subject to the Memorandum of Incorporation of the Company, the provisions of the Companies Act, 71 of 2008, as amended (“the Companies Act”) and the JSE Listings Requirements, provided that:

1. the repurchase of the ordinary shares are effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counter-party (reported trades are prohibited);
2. the general authority in issue shall be valid only until the Company’s next annual general meeting or for 15 (fifteen) months from the date of this resolution, whichever is shorter;
3. no acquisition may be made at a price greater than 10% (ten percent) above the weighted average of the market value of the ordinary shares for the five business days immediately preceding the date on which the transaction is effected; and
4. any general repurchase by the Company and/or its subsidiaries of the Company’s ordinary shares in issue shall not in aggregate in any one financial year exceed 20% of the Company’s issued ordinary share capital at the time that the authority is granted.

The board of directors has previously stated its intention to realise value for its shareholders and believes that it would be in the best interests of the Company that shareholders pass a special resolution granting the Company and/or its subsidiaries a general authority to acquire the Company’s shares.  Such general authority will provide the Company and its subsidiaries with the flexibility, subject to the requirements of the JSE Listings Requirements and the Companies Act, to purchase the Company’s shares should it be in the interest of the Company and/or its subsidiaries at any time while the general authority is in place.

The board of directors undertake that, to the extent it is still required by the JSE Listings Requirements and the Companies Act, they will not implement the repurchase as contemplated in this special resolution while this general authority is valid, unless:

1. the Company and the Company and its subsidiaries (“the Group”) will be able, in the ordinary course of business, to pay its debts for a period of 12 months after the date of such repurchase;
2. the assets of the Company and the Group, recognised and measured in accordance with the accounting policies used in the latest audited annual Group financial statements, will exceed the liabilities of the Company and the Group for a period of 12 months after the date of such repurchase;
3. the Company’s and the Group’s ordinary share capital and reserves will be adequate for ordinary business purposes for a period of 12 months after the date of such repurchase;
4. the working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of such repurchase; and
5. a resolution is passed by the board of directors that they have authorised the repurchase, that the Company passed the solvency and liquidity test, as set out in Section 4 of the Companies Act, and that since the solvency and liquidity test was performed there have been no material changes to the financial position of the Group.”
   

This special resolution number 3 is to be voted on by the ordinary shareholders, the option-holding shareholders and the preference shareholders.

The percentage of voting rights required for special resolution number 3 to be adopted; at least 75% of the voting rights exercised on the resolution.