| 9. |
To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:
Ordinary resolution number 3
“Resolved that the directors of the Company shall be entitled at their discretion to pay, by way of a pro rata reduction of share capital or share premium, in lieu of an ordinary dividend, an amount equal to the amount which the directors would have declared and paid out of profits in respect of the Company’s interim and final dividends for the financial year ended 30 June 2009.
” In terms of paragraphs 5.86 of the JSE Limited (“JSE”) Listings Requirements, any such general payment will not exceed 20% of the Company’s issued share capital, including reserves but excluding minority interests, and revaluations of assets and intangible assets that are not supported by a valuation by an independent professional expert acceptable to the JSE prepared within the last six months, in any one financial year, measured as at the beginning of such financial year.
This general authority shall be valid until the Company’s next annual general meeting, provided that it shall not extend beyond 15 (fifteen) months from the date of the passing of this ordinary resolution number 3. Before effecting any general payment contemplated by this ordinary resolution number 3, the directors will consider the effect of the general payment and will ensure that for a period of 12 (twelve) months after the date of the notice of the general payment to be made:
- the Company and the Group will be able, in the ordinary course of business, to pay their debts;
- the assets of the Company and the Group, measured in accordance with the accounting policies used in the latest audited annual financial statements, will be in excess of the liabilities of the Company and the Group;
- the issued share capital and reserves of the Company and the Group are adequate for their ordinary business purposes; and
- the working capital of the Company and the Group will be adequate for a period of 12 months from the date of this notice to shareholders.
This ordinary resolution number 3 is to be voted on by the ordinary shareholders, the option-holding shareholders and the preference shareholders.
|
| 10 . |
To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:
Ordinary resolution number 4
“Resolved that any director of the Company be and is hereby authorised to do all such things, sign all such documents and take all such actions as are necessary to give effect to the special and ordinary resolutions proposed at the annual general meeting at which this ordinary resolution is proposed, if it/they is/are passed (in the case of ordinary and special resolutions) and registered by the Registrar of Companies (in the case of special resolutions).”
This ordinary resolution number 4 is to be voted on by ordinary shareholders and option-holding shareholders. |
| 11. |
To transact such other business as may be transacted at an annual general meeting of shareholders. Disclosure in terms of the JSE Limited (“JSE”) Listings Requirements
For the purposes of considering special resolutions numbers 1 and 2, ordinary resolution number 3, and in compliance with sections 11.26(b) and 11.30(b) of the JSE Listings Requirements, the information listed below has been included in the annual report, in which this notice to shareholders is included, at the pages indicated:
No acquisitions shall be effected in terms of special resolutions numbers 1 and 2 unless the sponsor of Mvelaphanda Group provides a letter to the JSE in respect of the directors’ working capital statement.
The directors whose names appear on page 58 of the annual report, collectively and individually accept full responsibility for the accuracy of the information set out above for the purposes of considering special resolution number 1 and ordinary resolution number 3, and certify that, to the best of their knowledge and belief, there are no facts which have been omitted which will make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the information referred to above contains all the information required by law and the JSE Listings Requirements.
In terms of the JSE Listings Requirements, Mvelaphanda Group shares held by the Share Incentive Scheme will not be entitled to vote at the annual general meeting. |
PROXIES
Shareholders who have not dematerialised their ordinary shares, and/or redeemable option-holdings shares, and/or preference shares (collectively “shares”) or who have dematerialised their shares with “own name” registration, are entitled to attend and vote at the annual general meeting and may, in terms of section 189 of the Companies Act 1973 (Act 61 of 1973), as amended, appoint a proxy or proxies to attend the annual general meeting, speak and, on a poll, vote in their stead.
A proxy need not be a shareholder of the Company. A proxy form is enclosed but is also obtainable from the Company secretarial services department, Mvelaphanda Management Services (Proprietary) Limited, at the address set out under administration. Proxies must be received by Computershare Investor Services (Proprietary) Limited by no later than 10:00 Monday, 23 November 2009. Shareholders who have dematerialised their shares, other than those shareholders who have dematerialised their shares with “own name” registration, should contact their Central Securities Depository Participant or broker in the manner and time stipulated in the relevant agreement to furnish them with voting instructions and, in the event that they wish to attend the annual general meeting, to obtain the necessary authority to do so.
By order of the board
For: Mvelaphanda Management Services (Proprietary) Limited
Company Secretary
30 September 2009
|
