Notice of annual general meeting of shareholders

The report from the social, ethics and transformation committee contained on pages 78 and 79 of the Integrated Annual Report is tabled in terms of Regulation 43(5)(c) of the Regulations to the Companies Act.

“To present the consolidated audited annual financial statements of the company and its subsidiaries as approved by the board of directors of the company (the board) in terms of section 30(3) of the Companies Act, incorporating the auditors’ and directors’ reports for the year ended 30 September 2014 and incorporating the audit committee report.”

In accordance with the Companies Act the directors must present to shareholders, for their consideration, the consolidated audited financial statements of the company and its subsidiaries for the last completed financial year (as approved by the board), together with the reports of the directors, the auditors and the audit committee.

The company’s memorandum of incorporation requires the directors to offer themselves for re-election in terms of section 68(2)(a) of the Companies Act at the first meeting of shareholders which takes place after their appointment and from then on for re-election by rotation.

Explanation and effect of ordinary resolution number 2.2.1

The reason for proposing ordinary resolution number 2.2.1 is to reappoint BL Sibiya as a director of the company. BL Sibiya is obliged to retire in terms of the company’s memorandum of incorporation. The effect of this ordinary resolution number 2.2.1 will be that BL Sibiya will be reappointed as a director of the company. Shareholders are referred to page 270 of this notice for a short biography of BL Sibiya.

Explanation and effect of ordinary resolution number 2.2.2

The reason for proposing ordinary resolution number 2.2.2 is to reappoint RMW Dunne as a director of the company. RMW Dunne is obliged to retire in terms of the company’s memorandum of incorporation. The effect of this ordinary resolution number 2.2.2 will be that RMW Dunne will be reappointed as a director of the company. Shareholders are referred to page 270 of this notice for a short biography of RMW Dunne.

Explanation and effect of ordinary resolution number 2.2.3

The reason for proposing ordinary resolution number 2.2.3 is to reappoint PB Matlare as a director of the company. PB Matlare is obliged to retire in terms of the company’s memorandum of incorporation. The effect of this ordinary resolution number 2.2.3 will be that PB Matlare will be reappointed as a director of the company. Shareholders are referred to page 270 of this notice for a short biography of PB Matlare.

Explanation and effect of ordinary resolution number 2.2.4

The reason for proposing ordinary resolution number 2.2.4 is to reappoint O Ighodaro as a director of the company. O Ighodaro is obliged to retire in terms of the company’s memorandum of incorporation. The effect of this ordinary resolution number 2.2.4 will be that O Ighodaro will be reappointed as a director of the company. Shareholders are referred to page 270 of this notice for a short biography of O Ighodaro.

The appointments numbered 2.2.1 to 2.2.4 constitute separate ordinary resolutions and will be considered by separate votes.

“RESOLVED AS AN ORDINARY RESOLUTION, to consider and endorse, by way of a non-binding advisory vote, the company’s remuneration policy.”

Explanation and effect of ordinary resolution number 2.3

The reason for proposing this resolution is to request shareholders to signify their approval of the company’s remuneration policy by way of a non-binding advisory resolution as provided for in King III. The effect of this resolution is that the remuneration policy will be approved. The policy is outlined on pages 80 to 105 of the Integrated Annual Report.

”In terms of section 94 of the Companies Act at each annual general meeting the shareholders must elect an audit committee comprising at least 3 (three) members, each of whom must satisfy the requirements set out in the Companies Act and regulations to the Companies Act. The following independent non-executive directors offer themselves for election to the audit committee that is RMW Dunne, KDK Mokhele and RD Nisbet.

Explanation and effect of ordinary resolution number 2.4.1

The reason for proposing ordinary resolution number 2.4.1 is to appoint RMW Dunne as a member of the company’s audit committee. The effect of this ordinary resolution number 2.4.1 is that RMW Dunne will be appointed as a member of the company’s audit committee. Shareholders are referred to page 270 of this notice for a short biography of RMW Dunne.

Explanation and effect of ordinary resolution number 2.4.2

The reason for proposing ordinary resolution 2.4.2 is to appoint KDK Mokhele as a member of the company’s audit committee. The effect of this ordinary resolution number 2.4.2 is that KDK Mokhele will be appointed as a member of the company’s audit committee. Shareholders are referred to page 270 of this notice for a short biography of KDK Mokhele.

Explanation and effect of ordinary resolution number 2.4.3

The reason for proposing ordinary resolution number 2.4.3 is to appoint RD Nisbet as a member of the company’s audit committee. The effect of this ordinary resolution number 2.4.3 is that RD Nisbet will be appointed as a member of the company’s audit committee. Shareholders are referred to page 270 of this notice for a short biography of RD Nisbet.

The resolutions numbered 2.4.1 to 2.4.3 constitute separate ordinary resolutions and will be considered by separate votes.

“RESOLVED THAT, on recommendation of the current audit committee as envisaged in section 94(7) of the Companies Act, that Ernst & Young Inc. be and are hereby reappointed as auditors of the company.”

Explanation and effect of ordinary resolution number 2.5

Section 90(1) of the Companies Act provides a list of the business that needs to be transacted at an annual general meeting convened by a public company. One such requirement is the appointment of an auditor for the ensuing financial year. The effect of this ordinary resolution number 2.5 is that Ernst & Young Inc. will be reappointed as the auditors of the company for the following financial year.

“RESOLVED THAT, the board and/or any director of the company and/or the company secretary be and is hereby authorised to execute all documents and to do all such further acts and things as he/she may in his/her discretion consider appropriate to implement and give effect to the ordinary and special resolutions set out herein, if so approved by the shareholders.”

Explanation and effect of ordinary resolution number 2.6

For the sake of practicality, the board, or a specific director(s) thereof or the company secretary, must be empowered to enforce the resolutions so passed by the company at the annual general meeting, if any. The effect of this ordinary resolution number 2.6 is that the board, or a specific director(s) thereof or the company secretary, will be empowered to enforce the resolutions contemplated in this notice.

“RESOLVED THAT, the board of directors of the company (the board) may, subject to compliance with the requirements of the company’s memorandum of incorporation and the Companies Act (including but not limited to the board being satisfied that immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test (as contemplated in section 4 of the Companies Act) and that the terms under which the financial assistance is proposed to be given are fair and reasonable to the company), authorise the provision by the company, at any time and from time to time during the period of 2 (two) years commencing on the date of approval of this special resolution, of direct or indirect financial assistance, including without limitation by way of a loan, guarantee of a loan or other obligation or the securing of a debt or other obligation, as envisaged in section 45 of the Companies Act, to any 1 (one) or more related or inter-related companies or corporations of the company and/or to any 1 (one) or more members of any such related or inter-related company or corporation related to any such company or corporation as outlined in section 2 of the Companies Act, on such terms and conditions as the board may deem fit.”

Explanation and effect of special resolution number 1

The reason for this special resolution number 1 is to obtain approval from the shareholders of the company to enable the company to provide financial assistance, when the need arises, to the potential recipients envisaged in the special resolution in accordance with the provisions of section 45 of the Companies Act. The company may not provide the financial assistance contemplated in section 45 of the Companies Act without a special resolution. The above resolution gives the board the authority to authorise the company to provide direct or indirect financial assistance, including but without limitation by way of the provision of warranties or the provision of indemnities or a loan, guaranteeing of a loan or other obligation or securing of a debt or other obligation, to the recipients contemplated in special resolution number 1.

It is difficult to foresee the exact details of financial assistance that the company may be required to provide over the next 2 (two) years.

It is essential, however, that the company is able to organise effectively its internal financial administration. The general authority in special resolution number 1 will allow the company to continue to grant financial assistance to the relevant parties in appropriate circumstances.

For these reasons and because it would be impracticable and difficult to obtain shareholder approval every time the company wishes to provide financial assistance as contemplated above, it is necessary to obtain the approval of shareholders, as set out in special resolution number 1. If approved, this general authority will expire at the end of 2 (two) years from the date in which this resolution is approved. There is, however, the intention to renew the authority annually at the annual general meeting.

It should be noted that this resolution does not authorise financial assistance to a director or a prescribed officer or any company or person related to a director or prescribed officer.

“RESOLVED THAT the remuneration payable to non-executive directors be increased to R344 063 (three hundred and forty four thousand and sixty three rand) per annum and that the remuneration payable to the Chairman and Deputy Chairman be R1 597 825 (one million five hundred and ninety seven thousand eight hundred and twenty-five rand) per annum and R825 750 (eight hundred and twenty-five thousand seven hundred and fifty rand) per annum respectively, such remuneration to be effective from 1 March 2015 and to be paid quarterly in arrear.”

“RESOLVED THAT the payment to non-executive directors who participate in the sub-committees of the board be as outlined hereunder:

The above remuneration to be effective from 1 March 2015 and to be paid quarterly in arrears.

Explanation and effect of special resolutions number 2 and 3

The reason for proposing special resolutions numbers 2 and 3 is to increase the remuneration paid to non-executive directors, in respect of services rendered as directors in terms of section 66(8) of the Companies Act, so as to ensure that such remuneration remains market-related and accords with the increasing level of responsibility being placed upon directors. The proposed remuneration was accepted by the board after a recommendation of the remuneration committee which considered the quantum of fees being paid to non-executive directors and to the Chairman and Deputy Chairman of similar-sized listed companies. The recommendation of the remuneration committee was made after it had received a recommendation from executive management. The Chairman and Deputy Chairman do not receive any additional remuneration for their participation in the sub-committees of the board.

The above levels of remuneration for non-executive directors represent increases of 6,5% (six and a half percent). The proposed remuneration increases will take effect as of 1 March 2015, in line with the King III recommendation that such approvals should not be retrospective.

“RESOLVED THAT non-executive directors be paid an amount of R18 100 (eighteen thousand one hundred rand) per meeting in respect of special meetings of the board and that non-executive directors be paid an amount of R3 600 (three thousand six hundred rand) per hour in respect of any additional work performed by them, provided that payment in respect of any such additional work is approved by the remuneration committee and the Chief Executive Officer. The increased remuneration is to be effective from 1 March 2015.

Explanation and effect of special resolution number 4

The reason for proposing this special resolution number 4 is to increase the existing fees paid to non-executive directors who attend special meetings of the board from R17 000 (seventeen thousand rand) per meeting to R18 100 (eighteen thousand one hundred rand) per meeting, and to increase the payment in respect of any additional work done to R3 600 (three thousand six hundred rand) per hour, provided that payment for such additional work is approved by the remuneration committee and the Chief Executive Officer. This is an increase of 6,5% (six and a half percent).

“RESOLVED THAT, in terms of the authority granted in the company’s memorandum of incorporation and/or the memorandum of incorporation of any subsidiary of the company, the company and/or its subsidiaries be and are hereby authorised, by way of a general approval, to acquire the company’s own ordinary shares (shares) upon such terms and conditions and in such amounts as the directors of the company (and, in the case of an acquisition by a subsidiary(ies), the directors of the subsidiary(ies) may from time to time decide), but subject to the provisions of the Companies Act and any other stock exchange upon which the shares of the company may be quoted or listed, subject to the following conditions:

In terms of the authorities granted at previous annual general meetings of shareholders, a subsidiary of the company had purchased 10 326 758 (ten million three hundred and twenty-six thousand seven hundred and fifty eight) shares in the company up to 30 September 2013. The board of directors will continually reassess the repurchase programme, having regard to prevailing circumstances.

After considering the effects of a maximum repurchase, the directors are of the opinion that:

Explanation and effect of special resolution number 5

The reason for and effect of this special resolution number 5 is to grant the directors a general authority in terms of the Companies Act and, subject to the JSE Listing Requirements and any other stock exchange upon which the shares of the company may be quoted or listed, for the acquisition by the company or one of its subsidiaries, of the company’s own shares on the terms set out above.

Shareholders’ attention is, for the purpose of this general authority, drawn to the following information that is required to be disclosed and which is contained in the pages referred in the following pages of the Integrated Annual Report.

The directors, whose names are given on page 21 of the Integrated Annual Report, which were enclosed with this notice of meeting, collectively and individually accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the Integrated Annual Report contains all information required by law and the JSE Listings Requirements.

There are no material changes to the financial or trading position of the company and/or the group, nor are there any legal or arbitration proceedings, that may affect the financial position of the group since 30 September 2014 and the date of this notice.

Record dates, voting, proxies and electronic participation

Record dates

The record date on which shareholders must be recorded as such in the register of shareholders of the company for the purposes of receiving notice of this general meeting is 19 December 2014.

The record date on which shareholders must be recorded as such in the register of shareholders of the company for the purposes of being entitled to attend and vote at the general meeting is 30 January 2015.

The last day to trade in ordinary shares of the company in order to be entitled to participate in and vote at the general meeting is 23 January 2015.

Attendance, voting and proxies

Electronic participation

1.	Any member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and vote in his/ her stead. The form of proxy should be completed by those shareholders who are: holding shares in certificated form; or “own name” registered dematerialised shareholders.
2.	All other beneficial owners who have dematerialised their shares through a Central Securities Depository Participant (CSDP) or broker and wish to attend the annual general meeting, must instruct their CSDP or broker to provide them with a letter of representation, or they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker.
3.	Note that voting will be performed by way of a poll, unless before the vote is taken it is determined by the chairperson of the annual general meeting that the vote be decided on a show of hands, so each shareholder present or represented by way of proxy will be entitled to 1 (one) vote for every ordinary share held or represented.
4.	Attention is drawn to the notes attached to the form of proxy.
5.	Forms of proxy must be lodged at, posted to, or faxed to 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 Friday, 7 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. The completion of a form of proxy will not preclude a member from attending the meeting.
6.	In terms of the JSE Listings Requirements, as read with the Companies Act, and save where otherwise specified, 75% (seventy-five percent) of the votes cast by equities securities holders present or represented by proxy at the meeting must be cast in favour of the above special resolutions for them to be approved.
7.	In terms of the Companies Act, a majority of the votes cast by shareholders present or represented by proxy at the meeting must be cast in favour of an ordinary resolution for it to be approved.
8.	Section 63(1) of the Companies 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.

By no later than Wednesday, 5 February 2015, the company shall use its reasonable endeavours to notify each shareholder (at their contact address/ number) who has delivered valid electronic participation notices of the details pertaining to participation at the general meeting by electronic means. Any reference to “shareholder” in this paragraph includes a reference to that shareholder’s proxy. Before any person may attend or participate in the general meeting, the person must present reasonably satisfactory identification.

Shareholders should take note of the following:

Transfer secretaries
Computershare Investor Services (Pty) Limited
Registration number 2004/003647/07
70 Marshall Street, Johannesburg,
2001, South Africa
PO Box 61051, Marshalltown,
2107, South Africa
Tel: +27 11 370 5000
Fax: +27 11 688 5248