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JOHN DANIEL HOLDINGS LIMITED AND ITS SUBSIDIARIES
INTEGRATED ANNUAL REPORT 2011
Reason and effect of special resolution number 1
In terms of Section 69(9) of the Act, shareholders are re-
quired to approve the remuneration of directors. This spe-
cial resolution requires a vote of 75% of Shareholders pres-
ent and eligible to vote at the general meeting.
Special resolution number 2 – GENERAL AUTHORITY
TO ENTER UNTO FUNDING AGREEMENTS, PROVIDE
LOANS OR OTHER FINANCIAL ASSISTANCE
“RESOLVED that in terms of Section 44 and 45 of the
Act, the Company be and is hereby granted approval
to enter into direct or indirect funding agreements or
guarantee a loan or other obligation, secure any debt
or obligation or to provide loans or financial assistance
between subsidiaries or between itself and its directors,
prescribed officers, subsidiaries, or any related or inter-
related persons from time to time, subject to the
provisions of the JSE Limited’s Listings Requirements,
and as the directors in their discretion deem fit.
Reason and effect of special resolution number 2
The purpose of this resolution is to enable the Company
to enter into funding arrangements with its directors, pre-
scribed officers, subsidiaries and their related and inter-
related persons and to allow intergroup loans between
subsidiaries. This special resolution requires a vote of 75%
of shareholders eligible to vote.
Voting
The date on which shareholders must be recorded as
such in the register maintained by the transfer secretaries
of the Company for purposes of being entitled to attend
and vote at this annual general meeting is 28 February
2012, with the last day to trade being 27 February 2012.
Annual general meeting participants may be required to
provide identification to the reasonable satisfaction of
the chairman of the annual general meeting.
Shareholders entitled to attend and vote at the annual
general meeting may appoint one or more proxies to
attend, speak and vote thereat in their stead. A proxy
need not be a member of the Company. A form of
proxy, in which are set out the relevant instructions for
its completion, is enclosed for the use of a certificated
shareholder or “own name” registered dematerialised
shareholder who wishes to be represented at the annual
general meeting. Completion of a form of proxy will not
preclude such shareholder from attending and voting
(in preference to that shareholder’s proxy) at the annual
general meeting.
The instrument appointing a proxy and the authority
(if any) under which it is signed must reach the transfer
secretaries of the Company at the address given below
by no later than 28 February 2012.
Dematerialised shareholders, other than “own name”
registered dematerialised shareholders, who wish to
attend the annual general meeting in person, will need
to request their Central Securities Depository Participant
(“CSDP”) or broker to provide them with the necessary
authority in terms of its custody agreement entered into
between such shareholders and the CSDP or broker.
On a poll, ordinary shareholders will have one vote in
respect of each share held. Dematerialised shareholders,
other that “own name” or registered dematerialised
shareholders, who are unable to attend the annual
general meeting and who wish to be represented thereat,
must provide their CSDP or broker with their voting
instructions in terms of the custody agreement entered
into between themselves and the CSDP or broker in the
manner and time stipulated therein.
By order of the Board.
TM Jonker
December 2011
Notice of Annual General Meeting
- Continued