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JOHN DANIEL HOLDINGS LIMITED AND ITS SUBSIDIARIES
INTEGRATED ANNUAL REPORT 2011
Notice of Annual General Meeting
- Continued
Reason and effect of ordinary resolution number 1
At the annual general meeting the directors must present
the audited annual financial statements for the period
ended 30 September 2011 to shareholders together with
the reports of the directors and auditors as contained in the
2011 annual report.
Ordinary resolution number 2 – director
appointment – RJ Connellan
“RESOLVED THAT: the interim appointment of RJ
Connellan as non-executive director of the company with
effect from 4 February 2011 be and is hereby approved”.
Richard is a Fellow of the Institute of Chartered
Secretaries & Administrators, a non-broking member of
the South African Institute of Stockbrokers, a member
of the King III Committee on Corporate Governance
(chairman of the takeovers and mergers subcommittee)
and until May 2011 a member of the Standing Advisory
Committee on Company Law.
Mr Connellan previously worked as assistant manager of
Listings at the JSE, as head of corporate finance at Kaplan
& Stewart Inc Stockbrokers, as general manager of the
Listings and Equity and Gilt Markets Division of the JSE
and has recently retired as Executive Director of the
Securities Regulation Panel (now the TRP) which position
he held since 1994.
Reason and effect of ordinary resolution number 2
In accordance with the articles of association of the compa-
ny the interimappointment of directors is required to be con-
firmed at the next annual general meeting of the company.
Ordinary resolution number 3 – director
appointment – KA Rayner
“RESOLVED THAT: the interim appointment of KA Rayner
as non-executive director of the company with effect
from 4 February 2011 be and is hereby approved”.
Keith is a South African chartered accountant with a
wealth of experience in corporate finance, having started
his corporate finance career in 1987. Over the years, he
has advised numerous listed companies on most types
of corporate finance transactions, and through KAR
Presentations, currently advises certain clients on a
selective basis.
He is CEO of KAR Presentations, an advisory and
presentation corporation, which specialises in corporate
finance and regulatory advice and presentations.
He is, inter alia, a director on the boards of two JSE listed
companies (both as an independent non-executive
director).
Keith is a member of the JSE Issuer Services Advisory
Committee and has been actively involved in assisting
the JSE Issuer Services Division since 1995 including
the rewrite of the JSE Listings Requirements in both
2000 and 2003. He assisted the Securities Regulation
Panel (“SRP”) in rewriting the SRP Code in the form of
regulations for the new Companies Act, 2008. He was a
member of the King III subcommittee which wrote the
governance principles for takeovers andmergers in 2009.
He is a fellow of the Institute of Directors in South Africa,
is a non-broking member of the Institute of Stockbrokers
in South Africa, is a member of the Investment Analysts
Society, is a member of the SAMREC / SAMVAL working
group, is a member of the IOD’s CRISA committee and is
a past member of the Accounting Practices Committee.
Reason and effect of ordinary resolution number 3
In accordance with the articles of association of the compa-
ny the interimappointment of directors is required to be con-
firmed at the next annual general meeting of the company.
Ordinary resolution number 4 – re-elect retiring
director – TP Gregory
RESOLVED THAT: TP Gregory be re-elected as a director
of the company after retiring in terms of the rotation of
directors clause in the Memorandum of Incorporation.
Terence is an experienced business executive with over
30 years’ experience, the past 15 years at board level.