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Notice is hereby given that the eighth annual general meeting of members of Exxaro Resources Limited will be held at the Exxaro Corporate Centre, Roger Dyason Road, Pretoria West, Gauteng, South Africa, at 10:00 on Friday, 8 May 2009.
The following business will be transacted and resolutions proposed, with or without modification: |
1. |
ORDINARY RESOLUTION NUMBER 1
Approval of financial statements
To receive and adopt the annual financial statements of the group for the period ended
31 December 2008, including the directors’ report and the report of the auditors thereon. |
2. |
ORDINARY RESOLUTION NUMBER 2
Re-appointment of independent auditors
To ratify the re-appointment of Deloitte & Touche as auditors of the company and Mr BW Smith as the designated partner for the ensuing year. |
3. |
ORDINARY RESOLUTION NUMBER 3
Auditors’ fees
To authorise the directors to determine the auditors’ remuneration for the period ended 31 December 2008. |
4. |
ORDINARY RESOLUTION NUMBER 4
Re-election of directors
In terms of article 15.2 of the articles of association, the
following directors appointed to the board with effect
from 13 August 2008 will retire and, being eligible, offer
themselves for re-election:
4.1 SEA Mngomezulu
4.2 J van Rooyen
An abbreviated curriculum vitae in respect of each director offering themselves for re-election is set out here of the annual report.
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5. |
ORDINARY RESOLUTION NUMBER 5
Re-election of directors
To re-elect the following directors who retire by rotation in
terms of clause 16.1 of the articles of association of the
company, and who are eligible for re-election:
5.1 VZ Mntambo
5.2 NL Sowazi
5.3 D Zihlangu
An abbreviated curriculum vitae in respect of each director offering themselves for re-election is set out here of the annual report. |
6. |
ORDINARY RESOLUTION NUMBER 6
Remuneration of non-executive directors
To approve the proposed remuneration for the period 1 January 2009 to 31 December 2009:
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Current
R |
Proposed
R |
| Chairman |
: |
333 853 |
399 600 |
| Director |
: |
166 927 |
184 440 |
| Audit committee chairman |
: |
106 833 |
170 400 |
| Audit committee member |
: |
53 417 |
90 000 |
| Board committee chairman |
: |
80 125 |
132 000 |
| Board committee member |
: |
40 063 |
63 000 |
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7. |
ORDINARY RESOLUTION NUMBER 7
Renewal of the authority that the unissued shares be placed under the control of the directors
“Resolved that subject to the provisions of article 3.2 of the articles of association of the company, the provisions of the Companies Act, 61 of 1973, as amended, (the Act), and the Listings Requirements of JSE Limited (JSE), the directors are hereby authorised to allot and issue at their discretion until the next annual general meeting of the company authorised but unissued shares for such purposes as they may determine, after setting aside so many shares as may, subject again to article 3.2 of the articles of association of the company, be required to be allotted and issued by the company pursuant to the company’s approved employee share incentive schemes (the schemes).” |
8. |
ORDINARY RESOLUTION NUMBER 8
General authority to issue shares for cash
“Resolved that subject to article 3.2 of the articles of association of the company, the Act, and the Listings Requirements of the JSE, the directors are hereby authorised, by way of a general authority, to allot and issue ordinary shares and/or any options/convertible securities that are convertible into ordinary shares for cash on the following basis, after setting aside so many shares as may, subject again to article 3.2 of the articles of association of the company, be required to be allotted and issued by the company pursuant to the schemes, to any public shareholder, as defined by the Listings Requirements of the JSE, as and when suitable opportunities arise, subject to the following conditions:
| 8.1 |
this authority shall not extend beyond the next annual general meeting or fifteen months from the date of this annual general meeting, whichever date is earlier; |
| 8.2 |
a press announcement giving full details, including the impact on net asset value and earnings per share, be published at the time of any issue representing, on a cumulative basis within one year, 5% or more of the number of shares in issue prior to the issue/s; |
| 8.3 |
the shares be issued to public shareholders as defined by the JSE and not to related parties; |
| 8.4 |
any issue in the aggregate in any one year shall not exceed 15% of the number of shares of the company’s issued ordinary share capital (including the number to be issued in the future as a result of the exercise of options or conversion of convertible securities issued in the same financial year); and |
| 8.5 |
in determining the price at which an issue of shares be made in terms of this authority, the maximum discount permitted will be 10% of the weighted average traded price of the shares over the thirty days prior to the date that the price of the issue is agreed in writing between the issuer and the party/ parties subscribing for the securities. In the event that shares have not traded in the said thirty day period a ruling will be obtained from the committee of the JSE.” |
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In respect of any options and convertible securities granted/issued for cash, if the discount to the 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/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, then the grant/issue will be subject to the company providing its shareholders with a fairness opinion complying with Schedule 5 of the JSE Listings Requirements from an independent expert acceptable to the JSE, indicating whether or not the issue is fair as far as the company’s shareholders are concerned.
The approval of a 75% majority of the votes cast by shareholders present or represented by proxy at the meeting is required for ordinary resolution number 8 to become effective. |
9. |
SPECIAL RESOLUTION NUMBER 1
Authority to repurchase shares
“Resolved that by way of a general authority, the company or any wholly owned subsidiary of the company may, subject to the Act, article 36 of the articles of association of the company or articles of association of a subsidiary respectively and the Listings Requirements of the JSE, from time to time purchase shares issued by itself or shares in its holding company, as and when deemed appropriate.”
Pursuant to the above, the following additional information, required in terms of the Listings Requirements of the JSE, is submitted.
It is recorded that the general repurchase will be subject to the following limitations:
| 9.1 |
that the repurchase is effected through the order
book operated by the JSE trading system and is
done without any prior understanding or arrangement
between the company and the counterparty; |
| 9.2 |
that this authority shall not extend beyond 15 months
from the date of this resolution or the date of the
next annual general meeting, whichever is the earlier
date; |
| 9.3 |
that an announcement containing full details of such
repurchases is published as soon as the company
has repurchased shares constituting, on a cumulative
basis, 3% of the number of shares in issue prior to the
repurchases, and for each 3%, on a cumulative basis,
thereafter; |
| 9.4 |
that the repurchase of shares shall not, in the
aggregate, in any one financial year, exceed 20% of
the company’s issued share capital at the time this
authority is given; |
| 9.5 |
that at any one time, the company may only appoint
one agent to effect any repurchase; |
| 9.6 |
that the repurchase of shares will not take place
during a prohibited period (unless it forms part of a
repurchase programme which meets the requirements
of the JSE) and will not affect compliance with the
shareholders’ spread requirements as laid down by
the JSE; |
| 9.7 |
shares issued by the company may not be acquired
at a price greater than 10% above the weighted
average traded price of the company’s shares for the
five business days immediately preceding the date of
repurchase; |
| 9.8 |
The sponsor will sign off on working capital as per
Schedule 25 of the Listings Requirements of the JSE
prior to the commencement of the general repurchase
and after the directors pass the resolution relating to
the solvency and liquidity of the company as required
in terms of section 85 (4) of the Act.” |
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The reason for this special resolution number 1 is, and the effect thereof will be to grant, in terms of the provisions of the Act and the Listings Requirements of the JSE, and subject to the terms and conditions embodied in the articles of the company or any subsidiary and the said special resolution, a general authority to the directors to approve the repurchase by the company of its own shares.
At present the directors have no specific intention with regard to the utilisation of this authority, which will only be used if the circumstances are appropriate. |
| 10. |
To transact such other business as may be transacted at an annual general meeting. |
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DISCLOSURES REQUIRED IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JSE
In accordance with paragraph 11.26 of the Listings Requirements of the JSE, the following information is provided in terms of special resolution number 1.
Working capital statement
The directors of the company agree that they will not undertake any repurchase of its shares unless:
- the company and the group will be able, in the ordinary course of business, to pay its debts for a period of 12 (twelve) months after the date of the notice of the annual general meeting of the company;
- the assets of the company and the group (which latter have been consolidated, fairly valued in accordance with International Financial Reporting Standards), will be in excess of its liabilities and consolidated liabilities (recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements) for a period of 12 (twelve) months after the date of the notice of the annual general meeting of the company;
- the share capital and reserves of the company and the group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the notice of the annual general meeting of the company; and
- the working capital resources of the company and the group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the notice of the annual general meeting of the company.
Litigation statement
Other than disclosed or accounted for in these annual financial statements, the directors of the company, whose names are given here on these annual financial statements, are not aware of any legal or arbitration proceedings, pending or threatened against the group, which may have or have had a material effect on the group’s financial position in the 12 months preceding the date of this notice of annual general meeting.
Directors’ responsibility statement
The directors, whose names are given on page 58 and 59 of these financial statements, accept responsibility for the accuracy of the information given in this special resolution, and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statements false or misleading and that all reasonable enquiries to ascertain such facts have been made.
Material changes
Other than the facts and developments reported on in these annual financial statements, there have been no material changes in the affairs, financial or trading position of the group since the signature date of this annual report and the posting date thereof.
The following further disclosures required in terms of the Listings Requirements of the JSE are set out in accordance with the reference pages in these annual financial statements of which this notice forms part:
FURTHER DISCLOSURE REQUIRED IN TERMS OF THE COMPANIES ACT
The following information is provided in terms of special
resolution number 1:
The company shall not make any payment in whatever form
to acquire any share issued by the company if there are
reasonable grounds for believing that:
| (a) |
the company is, or would after the payment be, unable to pay its debts as they become due in the ordinary course of business; or |
(b) |
the consolidated assets of the company fairly valued would after the payment be less than the consolidated liabilities of the company. |
By order of the board
MS Viljoen
Company secretary
Pretoria
23 February 2009 |
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