Tiger Brands Integrated Annual Report 2014

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271 Tiger Brands Limited Integrated Annual Report 2014
Shareholder information
Form of proxy
For Tiger Brands ordinary shareholders
1. For use at the annual general meeting of Tiger Brands Limited (the company) to be held at 3010 William Nicol Drive, Bryanston, Sandton, 2021, on Monday, 9 February 2015, at
14:00, or any adjourned or posted date and time determined in accordance with sections 64(4) and 64(11)(a)(i) of the Companies Act No 71 of 2008 (the Act).
2. This form of proxy is not to be used by beneficial owners of shares who have dematerialised their shares (dematerialised shares) through a Central Securities Depository Participant
(CSDP) or broker, as the case may be, unless you are recorded on the subregister as an own name dematerialised shareholder. Generally, you will not be an own name
dematerialised shareholder unless you have specifically requested your CSDP to record you as the holder of the shares in your own name in the company’s subregister.
3. This form of proxy is only for use by certificated, own name dematerialised shareholders and CSDPs or brokers (or their nominees) registered in the company’s subregister as the
holder of dematerialised ordinary shares.
4. Each shareholder entitled to attend and vote at the annual general meeting is entitled to appoint a proxy (who need not be a shareholder of the company) to attend, participate in
and speak and vote in place of that shareholder at the annual general meeting, and at any adjournment thereafter.
5. Please note the following – your rights as a shareholder at the annual general meeting:
5.1 The appointment of the proxy is revocable; and
5.2 You may revoke the proxy appointment by (i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and (ii) delivering a copy of the revocation
instrument to the proxy and to the company.
6. Please note that any shareholder of the company that is a company may authorise any person to act as its representative at the annual general meeting. Please also note that
section 63(1) of the Act requires that persons wishing to participate in the annual general meeting (including the aforementioned representative) provide satisfactory identification
before they may so participate. The company will regard presentation of an original of a meeting participant’s valid driving licence, identity document or passport to be satisfactory
identification.
7. Note that voting will be performed by way of a poll so each shareholder present or represented by way of proxy will be entitled to 1 (one) vote for every ordinary share held or
represented.
I/We, the undersigned:
(PLEASE PRINT)
of (insert address):
being a member of Tiger Brands Limited and entitled to vote, do hereby appoint:
or, failing him/her,
or, failing him/her, the Chairman of the meeting, as my/our proxy to vote for me/us on my/our behalf at the annual general meeting of shareholders of the company to be held at
14:00 on 9 February 2015 or at any adjournment thereof as follows:
*(Indicate instructions to proxy by insertion of an “X” or the relevant number of votes exercisable by the member on a poll in the space provided below – see note 17.)
Number of votes
*In favour
of resolution
*Against
resolution
*Abstain
from voting
Ordinary resolutions
2.2
2.2.1 To re-elect BL Sibiya
2.2.2 To re-elect RMW Dunne
2.2.3 To re-elect PB Matlare
2.2.4 To re-elect O Ighodaro
2.3 To consider and endorse, by way of non-binding advisory vote, the company’s remuneration policy
2.4 To re-elect the members of the audit committee
2.4.1 To re-elect RMW Dunne
2.4.2 To re-elect KDK Mokhele
2.4.3 To re-elect RD Nisbet
2.5 To reappoint Ernst & Young Inc. as auditors of the company
2.6 General authority to implement resolutions
SPECIAL BUSINESS
Special resolution 1
3.1 To approve the authority to provide financial assistance to related and inter-related parties
Special resolution 2
3.2 To approve the remuneration payable to non-executive directors
Special resolution 3
3.3 To approve the remuneration payable to non-executive directors who participate in the sub-committees of the board
Special resolution 4
3.4 To increase the fees payable to non-executive directors who attend unscheduled meetings of the board and who undertake
additional work
Special resolution 5
3.5 To approve the acquisition by the company and/or its subsidiaries of shares in the company
and generally to act as my/our proxy at the annual general meeting. (If no directions are given, the proxy holder will be entitled to vote or to abstain from voting as that proxy holder
deems fit.)
Signed at on 2015
Signature Assisted by me (where applicable)
(state capacity and full name)
Each member is entitled to appoint 1 (one) or more proxies (who need not be a member of the company) to attend, speak and vote in place of that member at the annual general meeting.
Please read the notes on the reverse hereof.
Tiger Brands Limited
Incorporated in the Republic of South Africa
Registration number 1944/017881/06 (Tiger)
JSE code: TBS ISIN: ZAE000071080
Website address: