To receive and consider the annual financial statements for the year ended 30 June 2009.

To approve the remuneration of the directors for the year ended 30 June 2009.

To appoint a firm of external auditors for the Company, the designated audit partner 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 can be found in note 18.1 of the annual financial statements.

To re-elect the directors who remain on the board of directors after the restructuring but who retire in accordance with the provisions of the Company’s articles of association.

In terms of clause 53.2 of the articles of association, Messrs Kuseni Dlamini, Oyama Mabandla and Ernst Röth retire at the forthcoming annual general meeting, but, being eligible, offer themselves for re-election:

Kuseni Dlamini Independent non-executive director
MPhil (Oxford)

Kuseni Dlamini is the head of Old Mutual South Africa after retiring as head Anglo American South Africa. He was Executive Chairman of Richards Bay Coal Terminal between 2005 and 2008. Kuseni previously worked for De Beers in South Africa and at its London office, and for AngloGold Ashanti’s corporate office in Johannesburg. After graduating cum laude with a BA (Honours) degree from Natal University in Durban, he went to Oxford as a Rhodes scholar, where he read for his MPhil degree. In March 2008 Kuseni was named a Young Global Leader by the World Economic Forum (WEF).

Kuseni is the Chairman of the Board of SANParks and a member of the National Advisory Council on Innovation which advises the Minister of Science and Technology. He is also a non-executive director of Anglo Platinum, Massmart and Chairman of Anglo Operations Limited. Kuseni was recently appointed Adjunct Professor at the Wits Business School where he is also a member of the Advisory Board.

Oyama Mabandla Independent non-executive director
BA (University of California), Juris Doctor (Columbia University)

Oyama Mabandla is the immediate past Chairman of Vodacom, is a member of the JP Morgan Advisory Board and Executive Chairman of the Langa Group, an investment holding company. Prior to joining South African Airways, he held various positions within the legal and investment banking professions.

Ernst Röth Chief Financial Officer
BCom (Stell), BCompt (Hons) (Unisa), CA(SA), Post-graduate, Certificate in Advance Tax (Unisa)

Ernst Röth is the Chief Financial Officer of Mvelaphanda Group since 5 September 2007 and was appointed to the Board as Financial Director on 11 November 2007. Prior to joining Mvelaphanda Group he held various positions with companies in the banking, financial services/consulting and biochemical industries, and also worked in the Office of the Auditor General of South Africa.

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

“Resolved that the authorised but unissued convertible perpetual cumulative preference shares (“preference shares”) in the share capital of the Company be placed under the control of the directors of the Company in terms of sections 221 and 222 of the Companies Act 1973 (Act 61 of 1973) (“the Companies Act”), as amended, until the next annual general meeting, to enable them to allot and issue such preference shares at their discretion, subject to the provisions of the Companies Act and the JSE Limited Listings Requirements.”

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

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

“Resolved that all the ordinary shares required for the purpose of carrying out the terms of the Mvelaphanda Group Share Incentive Scheme (“the Scheme”) be and are hereby placed under the control of the directors, subject to sections 221 and 222 of the Companies Act, 1973, to allot and issue such shares in their discretion on such terms and conditions as and when they deem it fit to do so.”

The approval will allow the board to allot and issue new shares or treasury shares to meet the obligations under the Scheme up to the allowable maximum provided in terms of the Scheme.

This ordinary resolution number 2 is to be voted on by the ordinary shareholders, option-holding shareholders and the holders of preference shares (“preference shareholders”) in the Company.