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Shareholder information and administration

Notice of annual general meeting

Aveng Limited

(Incorporated in the Republic of South Africa)
(Registration number: 1944/018119/06)
ISIN: ZAE000111829
Share code: AEG
(Aveng) or (company)

Notice is hereby given to shareholders recorded in the company’s securities register on Friday, 12 September 2014 that the seventieth annual general meeting (the AGM) of the shareholders of Aveng Limited will be held in the boardroom of the company, 204 Rivonia Road, Morningside, on Tuesday, 4 November 2014 at 10:00 to deal with the business as set out below and to consider and, if deemed appropriate, pass the ordinary and special resolutions set out hereunder in the manner required by the Companies Act 71 of 2008 (Act), as read with the Listings Requirements of the JSE Limited (JSE Listings Requirements), which meeting is to be participated in and voted at by shareholders as at the record date of Friday, 31 October 2014. Kindly note that in terms of section 63(1) of the Act, meeting participants (including proxies) will be required to provide reasonably satisfactory identification before being entitled to participate in or vote at the AGM. Forms of identification that will be accepted include original and valid identity documents, driver’s licences and passports.

In terms of the provisions of the Act and the company’s memorandum of incorporation, ordinary resolutions require the approval of more than 50% of the votes cast by shareholders present or represented by proxy at the AGM while special resolutions require approval by at least 75% of such votes.

Shareholders are also referred to the explanatory notes on the resolutions as listed below following the notice of the AGM.

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 2014 have been distributed as required and will be presented to shareholders as required in terms of section 30(3)(d) of the Act.

Report of the social, ethics and transformation committee

In accordance with Companies Regulation 43(5)(c), issued in terms of the Act, the chairman of the social, ethics and transformation committee or, in his absence, any member of the committee, will present a report to shareholders at the AGM.

Resolutions for consideration and approval

Ordinary resolutions 1.1 to 1.3: Election of directors
To elect by way of separate resolutions, directors who were appointed subsequent to the previous annual general meeting. The directors, all of whom being eligible, are:
Ordinary resolutions 2.1 to 2.4: Re-election of directors
To re-elect by way of separate resolutions, directors who are retiring by rotation in terms of the provisions of the company’s memorandum of incorporation. The directors retiring by rotation are:
Ordinary resolutions 3.1 to 3.3: Appointment of audit committee
To elect, by way of separate resolutions, the following independent non-executive directors as members of the audit committee from the end of this AGM until the conclusion of the next AGM in terms of section 94(2) of the Act:
Ordinary resolution 4: Reappointment of auditors

To reappoint, on recommendation of the current audit committee, Ernst & Young Inc as independent auditors of the company, the auditor meeting the requirements of section 90(2) of the Act, until conclusion of the next AGM.

Ordinary resolution 5: Endorsement of remuneration policy

To endorse through a non-binding, advisory vote, the remuneration policy of the company as set out here of which this notice forms part.

Special resolution 1: General authority to repurchase shares

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

"RESOLVED by way of a special resolution that the mandate given to the company in terms of its memorandum of incorporation (or one of its wholly owned subsidiaries) providing authorisation, by way of a general approval, to acquire the company’s own securities, upon such terms and conditions and in such amounts as the directors may from time to time decide, subject to the JSE Listings Requirements, be extended, subject to the following: The directors, having considered the effects of the maximum repurchase permitted, are of the opinion that for a period of 12 (twelve) months after the date of the notice of the AGM and at the actual date of the repurchase:
Special resolution 2: Non-executive directors’ remuneration

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

“RESOLVED, as a special resolution:
2014 / 2015
Entity   Position   Current  
fees  
(R) 
Recommended  
increase  
(%) 
Recommended  
fees  
(R) 
Main board   Chairman   815 700   6.5   868 700  
  Director   268 500   6.5   286 000  
  Ad hoc meetings**  23 600   6.5   25 100  
Subsidiary boards   Director   142 700   6.5   152 000  
  McConnell Dowell travel allowance*  65 200   6.5   69 400  
Remuneration and nomination committee   Chairman   180 900   6.5   192 700  
  Member   71 900   6.5   76 600  
Safety, health and environmental committee   Chairman   156 200   6.5   166 400  
  Member   59 600   6.5   63 500  
Tender risk committee1   Member*  6 200   62   10 000  
Social, ethics and transformation committee   Chairman   156 200   6.5   166 400  
  Member   59 600   6.5   63 500  
Risk committee   Chairman   180 900   6.5   192 700  
  Member   71 900   6.5   76 600  
Audit committee   Chairman   239 300   6.5   254 900  
  Member   134 800   6.5   143 500  
  Subsidiaries   73 000   6.5   77 700  
Investment committee   Chairman*  9 600   6.5   10 200  
  Member*  7 200   6.5   7 700  
Ad hoc committee meetings (including workshops / training sessions   Member***  15 300   6.5   16 300  
Extraordinary services rendered****        4 000  
* Per meeting attended.
** Per meeting attended in excess of the five scheduled meetings per year.
*** Directors who are not members of a board committee are sometimes requested on an ad hoc basis to attend meetings of certain committees. The proposed fee structure as set out above includes a fee payable under these circumstances. The meeting attendance fee to directors who are not members of the relevant committee will only be paid if attendance is based on a formal invitation from the committee chairman.
**** Per hour, not exceeding eight hours per day.
1   A 62% increase was applied because the time involved in preparing and attending the meeting has increased substantially.  
 
Special resolution 3: Financial assistance to related and inter-related companies

To consider and, if deemed fit, to pass, with or without modification, the following special resolution:
“RESOLVED, by way of a special resolution, that the authority of the directors of the company as previously approved by shareholders as required in terms of sections 44 and/or 45(2) of the Companies Act of 2008 and the company’s memorandum of incorporation to provide financial assistance to all related and inter-related companies within the Aveng Group of companies, at such times and on such terms and conditions as the directors in their sole discretion deem fit and subject to all relevant statutory and regulatory requirements being met, be and is hereby renewed, such authority to remain in place until rescinded by way of special resolution passed at a duly constituted AGM of the company.”

Ordinary resolution 6: Signing authority

To authorise any one director or the secretary of the company to do all such things and sign all such documents as are deemed necessary to implement the resolutions set out in the notice convening the AGM at which this ordinary resolution will be considered and approved at such meeting.

Additional information

The following additional information, some of which may appear elsewhere in the integrated annual report, is provided in terms of the JSE Listings Requirements for purposes of the general authority to repurchase the company’s shares set out in special resolution 1 above:

Litigation statement

The directors in office whose names appear here of the integrated annual report, are not aware of any legal or arbitration proceedings, including any proceedings that are pending or threatened, that may have, or have had, in the recent past, being at least the previous 12 (twelve) months from the date of this integrated report, a material effect on the Group’s financial position.

Directors’ responsibility statement

The directors in office, whose names appear here of the integrated report, collectively and individually accept full responsibility for the accuracy of the information pertaining to special resolution 1 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 the special resolution contains all information required by the JSE Listings Requirements.

Material changes

Other than the facts and developments reported on in the integrated annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the company’s financial year-end and the date of signature of the integrated report.

Directors’ intention regarding the general authority to repurchase the company’s shares

The directors have no specific intention, at present, for the company to repurchase any of its shares but consider that such a general authority should be put in place should an opportunity present itself to do so during the year which is in the best interests of the company and its shareholders.

Electronic participation

Should any shareholder of the company wish to participate in the AGM by way of electronic participation, such shareholder shall make application in writing (including details as to how the shareholder or its representative can be contacted) to so participate, to the transfer secretaries at the applicable address set out below at least 5 (five) business days prior to the annual general meeting in order for the transfer secretaries to arrange for the shareholder (and its representative) to provide reasonably satisfactory identification to the transfer secretaries for the purposes of section 63(1) of the Act and for the transfer secretaries to provide the shareholder (or its representative) with details as to how to access any electronic participation to be provided. The company reserves the right not to provide for electronic participation at the AGM in the event that it determines that it is not practical to do so. The costs of accessing any means of electronic participation provided by the company will be borne by the shareholder so accessing the electronic participation.

Proxies and voting

Shareholders who have not dematerialised their shares or who have dematerialised their shares with ‘own-name’ registration, and who are entitled to attend, participate in and vote at the annual general meeting, are entitled to appoint a proxy to attend, speak and vote in their stead. A proxy need not be a shareholder and shall be entitled to vote on a show of hands or poll. It is requested that proxy forms be forwarded so as to reach the transfer secretaries, Computershare Investor Services (Proprietary) Limited (70 Marshall Street, Corner Sauer Street, Johannesburg; PO Box 61051, Marshalltown, 2107), by no later than 48 (forty-eight) hours before the commencement of the AGM. If shareholders who have not dematerialised their shares or who have dematerialised their shares with ‘own-name’ registration, and who are entitled to attend, participate in and vote at the AGM do not deliver proxy forms to the transfer secretaries by the relevant time, such shareholders will nevertheless be entitled to lodge the form of proxy in respect of the AGM immediately prior to the AGM, in accordance with the instructions therein, with the chairman of the meeting.

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 within the time stipulated in the agreement entered into between them and their CSDP or broker to:

On a show of hands, every shareholder present in person or represented by proxy and entitled to vote shall have only one vote irrespective of the number of shares such shareholder holds. On a poll, every shareholder present in person or represented by proxy and entitled to vote, shall be entitled to that proportion of the total votes in the company which the aggregate amount of the nominal value of the shares held by such shareholder bears to the aggregate amount of the nominal value of all shares issued by the company.

Shareholders or proxies are advised that they will be required to present reasonably satisfactory identification in order to attend or participate in the AGM as required in terms of section 63(1) of the Act of 2008. Forms of identification that will be accepted include original and valid identity documents, driver’s licences and passports.

For the purpose of resolutions proposed in terms of the JSE Listings Requirements wherein any votes are to be excluded from that resolution, any proxy given by a holder of securities to the holder of such an excluded vote shall be excluded from voting for the purposes of that resolution.

By order of the Board

Ms M Nana
Company secretary

Morningside
22 September 2014