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SHAREHOLDER INFORMATION
272
Tiger Brands Limited Integrated Annual Report
2014
Notes to form of proxy (including a summary
of rights, stated in bold, in terms of section 58)
1. Each shareholder may attend the general meeting in person.
2. At any time, a shareholder of a company may appoint any individual as a
proxy to participate in, and speak and vote at, the general meeting on
behalf of the shareholder.
3. An individual appointed as a proxy need not also be a shareholder of
the company.
4. The proxy appointment must be in writing, dated and signed by the
shareholder.
5. Forms of proxy must be forwarded to reach the registered office of the
company at 3010 William Nicol Drive, Bryanston, 2021 (registered
office), or the company’s transfer secretaries, Computershare Investor
Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001, or posted
to the transfer secretaries at PO Box 61051, Marshalltown, 2107, South
Africa (transfer secretaries), so as to be received by them by no later than
close of business on 5 February 2015, provided that proxies which are not
delivered timeously to the registered office or transfer secretaries, may be
handed up to the Chairman of the general meeting at any time before the
proxy exercises any rights of the shareholder at the general meeting.
6. The appointment of one or more proxies in accordance with the form of
proxy to which these notes are attached will lapse and cease to be of force
and effect immediately after the general meeting of the company to be held
at the registered office on Monday, 9 February 2015, at 14:00, or at any
adjournment(s) thereof, unless it is revoked earlier in accordance with
paragraphs 7 and 8 below.
7. A shareholder 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/ies and to the
company at the Registered office, for attention of the Company Secretary, to
be received before the replacement proxy exercises any rights of the
shareholder at the general meeting or any adjournment(s) thereof.
8. The revocation of a proxy appointment constitutes a complete and final
cancellation of the proxy/ies’ authority to act on behalf of the shareholder
as of the later of: (i) the date stated in the revocation instrument, if any; or
(ii) the date on which the revocation instrument was delivered as required in
paragraph 7(ii).
9. A shareholder can appoint one or more proxies for the purposes of
representing that shareholder at the general meeting of the company and at
any adjournment(s) thereof by completing and signing the form of proxy to
which these notes are attached in accordance with the instructions it
contains and returning it to the registered office or the transfer secretaries,
so as to be received by them by no later than close of business on
6 February 2015 and may be handed up to the Chairman of the general
meeting at any time before the proxy exercises any rights of the shareholder
at a shareholders meeting.
10. If the instrument appointing a proxy or proxies has been delivered to the
company in accordance with the provisions of paragraph 9, then, until that
appointment lapses in accordance with the provisions of paragraph 6, any
notice that is required in terms of the Companies Act No 71 of 2008, as
amended from time to time (the Act) or the company’s memorandum of
incorporation to be delivered by the company to the shareholder must be
delivered by the company to:
10.1 The shareholder; or
10.2 The proxy or proxies, if the shareholder has: (i) directed the company
to do so, in writing; and (ii) paid any reasonable fee charged by the
company for doing so.
11. Section 63(1) of the Act requires that meeting participants provide
reasonably satisfactory identification. The company will regard presentation
of an original of a meeting participant’s valid driving licence, identity
document or passport to be satisfactory identification.
12. Documentary evidence establishing the authority of a person who
participates in, or speaks or votes at, the meeting on behalf of a
shareholder in a representative capacity, or who signs the form of proxy in
a representative capacity, (for example, a certified copy of a duly passed
directors’ resolution in the case of a shareholder which is a company, a
certified copy of a duly passed members’ resolution in the case of a
shareholder which is a close corporation and a certified copy of a duly
passed trustees’ resolution in the case of a shareholder who/which is/are
a trust) must be presented to the person presiding at the meeting or attached
to the form of proxy (as the case may be), and shall thereafter be retained
by the company.
13. It is recorded that, in accordance with section 63(6) of the Act, if voting on
a particular matter is by polling, a shareholder or a proxy for a shareholder
has the number of votes determined in accordance with the voting rights
associated with the securities held by that shareholder.
14. Any insertions, deletions, alteration or correction made to the form of proxy
must be initialled by the signatory/ies. Any insertion, deletion, alteration or
correction made to the form of proxy but not complying with the aforegoing
will be deemed not to have been validly effected.
15. A shareholder may appoint two or more persons concurrently as proxies,
and may appoint more than one proxy to exercise voting rights attached to
different securities held by the shareholder.
16. The person whose name stands first on the form of proxy and who is
present at the general meeting will be entitled to act as proxy to the
exclusion of those whose names follow. In the event that no names are
indicated, the proxy shall be exercised by the Chairman of the general
meeting.
17. A shareholder’s instructions to the proxy must be indicated by the insertion of
an “X” or the relevant number of votes exercisable by that shareholder in the
appropriate box provided. An “X” in the appropriate box indicates the
maximum number of votes exercisable by that shareholder. Failure to comply
with the above or to provide any voting instructions will be deemed to
authorise the proxy to vote or to abstain from voting at the meeting as he/
she/it deems fit in his/her/its discretion.
18. When there are joint holders of shares, any one holder may sign the form
of proxy, and the vote of the senior shareholder (for which purpose seniority
will be determined by the order in which the names of the shareholders
appear in the company’s register) who tenders a vote (whether in person or
by proxy) will be accepted to the exclusion of the vote(s) of the other joint
shareholders.
19. The completion and lodging of this form of proxy will not preclude the
shareholder who appoints one or more proxy/ies from participating in the
meeting and speaking and voting in person thereat to the exclusion of any
proxy/ies appointed in terms of the form of proxy should such shareholder
wish to do so. The appointment of any proxy/ies is suspended at any time
and to the extent that the shareholder chooses to act directly and in person
in the exercise of any rights as a shareholder.