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7. If this proxy is signed by a person (signatory) on behalf of the
shareholder, whether in terms of a power of attorney or other-
wise, then this proxy form will not be effective unless:
7.1 it is accompanied by a certified copy of the authority given by
the shareholder to the signatory; or
7.2 the Company has already received a certified copy of that au-
thority.
8. The chairman of the meeting may, at his discretion, accept or
reject any proxy form or other written appointment of a proxy
which is received by the chairman prior to the time when the
meeting deals with a resolution or matter to which the appoint-
ment of the proxy relates, even if that appointment of a proxy
has not been completed and/or received in accordance with
these instructions. However, the chairman shall not accept any
such appointment of a proxy unless the chairman is satisfied that
it reflects the intention of the shareholder appointing the proxy.
9. Any alterations made in this form of proxy must be initialled by
the authorised signatory/ies.
10. This proxy form is revoked if the shareholder who granted the
proxy:
10.1delivers a copy of the revocation instrument to the company
and to the proxy or proxies concerned, so that it is received by
the company by not later than 29 September 2011 at 10h00; or
10.2appoints a later, inconsistent appointment of proxy for the
Meeting; or
10.3attends the Meeting in person.
11. If duly authorised, companies and other corporate bodies who
are shareholders of the company having shares registered in
their own name may, instead of completing this proxy form, ap-
point a representative to represent them and exercise all of their
rights at the meeting by giving written notice of the appoint-
ment of that representative. This notice will not be effective at
the meeting unless it is accompanied by a duly certified copy of
the resolution/s or other authorities in terms of which that rep-
resentative is appointed and is received at the company’s regis-
tered office, not later than Tuesday, 28 February 2012 at 10h00.
Summary of rights established by section 58 of the Companies
Act, 71 of 2008 (“Companies Act”), as required in terms of sub-
section 58(8)(b)(i)
1. A shareholder may at any time appoint any individual, including
a non-shareholder of the company, as a proxy to participate in,
speak and vote at a shareholders’ meeting on his or her behalf
(section 58(1)(a)), or to give or withhold consent on behalf of the
shareholder to a decision in terms of section 60 (shareholders
acting other than at a meeting) (section 58(1)(b)).
2. A proxy appointment must be in writing, dated and signed by
the shareholder, and remains valid for one year after the date on
which it was signed or any longer or shorter period expressly
set out in the appointment, unless it is revoked in terms of para-
graph 6.3 or expires earlier in terms of paragraph 10.4 below
(section 58(2)).
3. 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
(section 58(3)(a)).
4. A proxy may delegate his or her authority to act on behalf of
the shareholder to another person, subject to any restriction set
out in the instrument appointing the proxy (“proxy instrument”)
(section 58(3)(b)).
5. A copy of the proxy instrument must be delivered to the com-
pany, or to any other person acting on behalf of the company,
before the proxy exercises any rights of the shareholder at a
shareholders’ meeting (section 58(3)(c)) and in terms of the
memorandum of incorporation (“MOI”) of the company at least
48 hours before the meeting commences.
6. Irrespective of the form of instrument used to appoint a proxy:
the appointment is suspended at any time and to the extent that
the shareholder chooses to act directly and in person in the exer-
cise of any rights as a shareholder (section 58)4)(a));
the appointment is revocable unless the proxy appointment ex-
pressly states otherwise (section 58(4)(b)); and
if the appointment is revocable, a shareholder may revoke the
proxy appointment by cancelling it in writing or by making a
later, inconsistent appointment of a proxy, and delivering a copy
of the revocation instrument to the proxy and to the Company
(section 58(4)(c)).
7. The revocation of a proxy appointment constitutes a complete
and final cancellation of the proxy’s authority to act on behalf of
the shareholder as of the later of the date stated in the revoca-
tion instrument, if any, or the date on which the revocation in-
strument was delivered as contemplated in paragraph 6.3 above
(section 58(5)).
8. If the proxy instrument has been delivered to a company, as long
as that appointment remains in effect, any notice required by
the Companies Act or the company’s MOI to be delivered by the
company to the shareholder must be delivered by the company
to the shareholder (section 58(6)(a)), or the proxy or proxies, if the
shareholder has directed the company to do so in writing and
paid any reasonable fee charged by the company for doing so
(section 58(6)(b)).