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committee has satisfied itself as to the independence of AM
Smith and Company Inc.
The group audit committee has the power in terms of
the Corporate Laws Amendment Act, 2006 to approve
the remuneration of the external auditors.
Ordinary resolution number 10 – placing unissued
shares under control of directors
“RESOLVED THAT: the unissued ordinary shares in the
capital be placed at the disposal and under the control
of the directors of the company until the next annual
general meeting and that the company and the directors
be and hereby are authorised and empowered to allot,
issue and otherwise dispose of such shares, on terms
and conditions and at such times as the directors’ in their
discretion deem fit.
Reason and effect of ordinary resolution number 10
Shareholders are requested to approve the placing of unis-
sued share under the control of the directors.
Ordinary resolution number 11 – general authority
to allot and issue shares for cash
“RESOLVED THAT, subject to the approval of 75% of the
members present in person and by proxy, and entitled to
vote at the meeting, the directors of the company be and
hereby are authorised, by way of general authority, to
allot and issue all or any of the authorised but unissued
shares in the capital of the company as they in their
discretion deem fit, subject to the following limitations:
•
this authority shall not endure beyond the next
annual general meeting of the company nor shall
it endure beyond 15 months from the date of this
meeting;
•
there will be no restrictions in regard to the persons
to whom the shares may be issued, provided that
such shares are to be issued to public shareholders
(as defined by the JSE Limited (“JSE”) in its listing
requirements) and not to related parties;
•
upon any issue of shares which, together with prior
issues during any financial year, will constitute 5%
of more of the number of shares of the class in is-
sue, the company shall make an announcement in
compliance with the JSE Listing requirements, give
full details thereof, including the effect on net asset
value of the company and earnings per share;
•
the aggregate issue of a class of shares already in
issue in any financial year will not exceed 15% of the
number of that class of shares (including securities
which are compulsorily convertible into shares of
that class); and
•
the maximum discount at which shares may be
issued is 10% of the weighted average traded price
of the company’s shares over the 30 business days
prior to the date that the price of the issue is deter-
mined or agreed by the directors of the issuer”.
Reason and effect of ordinary resolution number 11
Shareholders are requested to approve the general author-
ity to issue shares for cash in the event that the board of
directors deems this necessary.
Special resolution number 1 – Non-Executive
Directors’ remuneration
“RESOLVED THAT the approval of the remuneration
payable to the non-executive directors for the financial
year ending 30 September 2012 as follows:
Directors’
Fee
RJ Connellan (Chairman of the Board)
Retainer per month (Maximum):
R15 000
B Topham (Director and Chairman of the
Audit Committee)
Retainer per month (Maximum)
R12 500
KA Rayner (Director and Chairman of the
Remuneration Committee)
Retainer per month (Maximum):
R12 500