Imperial Holdings Limited - Integrated Report 2014 - Notice of annual general meeting

Integrated Report 2014

Annual Financial Statements 2014

Sustainability Report 2014

Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1946/021048/06)
ISIN: ZAE000067211
JSE share code: IPL
(Imperial or the Company)

Notice is hereby given that the annual general meeting of shareholders will be held on Tuesday, 4 November 2014 at 09:00 in the boardroom of Imperial Holdings Limited, Imperial Place, Jeppe Quondam, 79 Boeing Road East, Bedfordview, Gauteng, or any adjournment or postponement thereof, to transact the following business and resolutions with or without amendments approved at the meeting.

The minutes of the meeting held on 7 November 2013 will be available for inspection at the registered office of the company until 16:00 on Monday, 3 November 2014 and up to 30 minutes immediately preceding the meeting.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about what action you should take, consult your broker, Central Securities Depository Participant (CSDP), banker, financial adviser, accountant or other professional adviser immediately.

If you have disposed of all your shares in Imperial, please forward this document together with the enclosed form of proxy to the purchaser of such shares or the broker, banker or other agent through whom you disposed of such shares.

This notice of annual general meeting is only available in English. Copies may be obtained from the registered office of the company and the transfer secretaries, Computershare Investor Services (Proprietary) Limited, 11th Floor, 70 Marshall Street, Johannesburg, 2001.

REGISTERED AND CORPORATE OFFICE

Imperial Place, Jeppe Quondam, 79 Boeing Road East, Bedfordview, Gauteng (PO Box 3013, Edenvale, 1610), South Africa.

INCLUDED IN THIS DOCUMENT ARE THE FOLLOWING:

>	The notice of annual general meeting setting out the resolutions to be proposed at the meeting, together with explanatory notes. There are also guidance notes if you wish to attend the meeting or to vote by proxy
>	A proxy form for completion, signature and submission to the share registrars by shareholders holding Imperial ordinary shares in certificated form or recorded in sub-registered electronic form in “own name”

Reference in this notice of annual general meeting to the term MOI, including references to a provision in the Company’s MOI, in this notice of annual general meeting (including all of the relevant ordinary and special resolutions contained herein) is used throughout to refer to the company’s memorandum of incorporation.

RECORD DATE

The record date for the purpose of determining which shareholders of the company are entitled to receive notice of the 25th annual general meeting is Friday, 2014.

The record date for purposes of determining which shareholders of the company are entitled to participate in and vote at the annual general meeting is Friday, 24 October 19 September 2014.

Accordingly, only shareholders who are registered in the register of members of the company on 24 October 2014 will be entitled to attend, speak and vote at the annual general meeting. Therefore, the last day to trade to be eligible to participate and vote at the meeting is Friday, 17 October 2014.

ELECTRONIC PARTICIPATION IN THE ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of the company will be held on Tuesday, 4 November 2014 at 09:00 in the boardroom of Imperial Holdings Limited, Imperial Place, Jeppe Quondam, 79 Boeing Road East, Bedfordview, Gauteng. Shareholders or their proxies may participate in the meeting by way of a teleconference call, if they wish to do so:

>	Must contact the company secretary (by email at the address rventer@ih.co.za) no later than 16:00 on Friday, 31 October 2014 to obtain a pin number and dial-in details for that conference call
>	Will be required to provide reasonably satisfactory identification
>	Will be billed separately by their own telephone service providers for their telephone call to participate in the meeting

ORDINARY RESOLUTION 1 – APPROVAL OF THE FINANCIAL STATEMENTS

“Resolved that the audited consolidated company annual financial statements of Imperial for the year ended 30 June 2014, including the directors’ report, the audit committee report and the auditors’ report, be adopted.”

Percentage voting rights

The minimum percentage of voting rights that is required for this resolution to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on the resolution.

ORDINARY RESOLUTION 2 – APPOINTMENT OF THE AUDITORS

“Resolved that Deloitte & Touche be appointed as auditors of the company and Mr A Mackie as designated partner until the date of the next annual general meeting.”

The audit committee has recommended the reappointment of Deloitte & Touche as auditors of the company with Mr A Mackie as designated partner.

Percentage voting rights

The minimum percentage of voting rights that is required for this resolution to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on the resolution.

ORDINARY RESOLUTION NUMBER 3 – APPOINTMENT OF THE MEMBERS OF THE AUDIT COMMITTEE

“Resolved that the reappointment of the following independent non-executive directors be elected as members of the company’s audit committee by a separate vote in respect of each election:

3.1	Mr MJ Leeming
3.2	Mrs T Dingaan
3.3	Ms P Langeni
3.4	Mr RJA Sparks
3.5	Mr Y Waja”

A brief Curriculum Vitae of each of the directors offering themselves for election as members of the audit committee is contained on pages 16 to 18 of the Integrated Annual Report.

Percentage voting rights

The minimum percentage of voting rights that is required for each of resolutions 3.1 to 3.5 to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on each resolution.

The board has reviewed the expertise, qualifications and relevant experience of the appointed audit committee members and recommends that each of these directors be re-elected.

ORDINARY RESOLUTION 4 – REAPPOINTMENT OF RETIRING DIRECTORS

“Resolved that the re-election of the following directors, who retire by rotation in terms of the MOI, but being eligible and offering themselves for re-election, be authorised and confirmed by a separate vote with respect to each re-election:

4.1	Mr S Engelbrecht
4.2	Ms P Langeni
4.3	Mr TS Gcabashe
4.4	Mr RJA Sparks
4.5	Mr A Tugendhaft”

A brief Curriculum Vitae of each of the directors offering themselves for re-election in terms of resolution 4 is contained on pages 16 to 18 of the Integrated Annual Report.

The performance and contribution of each of the above directors offering themselves for re-election has been reviewed by the board and the board recommends that each of these directors be re-elected.

Percentage voting rights

The minimum percentage of voting rights that is required for each of resolutions in 4 to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on each resolution.

ORDINARY RESOLUTION 5 – CONFIRMATION OF DIRECTORS APPOINTED DURING THE YEAR

“Resolved that the appointment following directors, who were appointed during the year, be confirmed by a separate vote with respect to each director:

5.1	Mr M Akoojee
5.2	Mr MJ Lamberti
5.3	Mr PB Michaux
5.4	Mr JJ Strydom”

A brief Curriculum Vitae of each of the directors to be confirmed in terms of resolution 5 is contained on pages 19 to 21 of the Integrated Report.

Percentage voting rights

The minimum percentage of voting rights that is required for each of resolutions in 5 to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on each resolution.

ORDINARY RESOLUTION 6 – CONFIRMATION OF THE GROUP’S REMUNERATION POLICY

“Resolved that, as a non-binding advisory vote, as recommended in the King Code of Governance for South Africa 2009, commonly referred to as King III, the group’s remuneration policy as set out in the Remuneration Report on pages 116 to 137 of the Integrated Report be hereby confirmed.”

SPECIAL RESOLUTION NUMBER 1 – DIRECTORS’ FEES

“Resolved that in terms of section 66(9) of the Companies Act of 2008 (Act 71 of 2008), as amended (the “Companies Act”), the company be and is hereby authorised, by a separate vote in respect of each item, to remunerate its directors for their services as directors and/or pay any fees related thereto on the following basis and on any other basis as may be recommended by the remuneration committee and approved by the board of directors, 1 July 2014 to 30 June 2016, as follows:

	Special once-off CEO search fee remuneration and nomination committee in 2014	Fee from 1 July 2014 to 30 June 2015	Fee from 1 July 2015 to 30 June 2016
Chairperson*		R787 000	R834 000
Deputy chairperson*		R393 000	R417 000
Board member		R225 000	R238 500
Assets and liabilities committee chairperson*		R143 000	R152 000
Assets and liabilities committee member		R95 500	R101 000
Audit committee chairperson*		R297 000	R315 000
Audit committee member		R148 500	R157 000
Risk committee chairperson*		R143 000	R152 000
Risk committee member		R95 500	R101 000
Remuneration and nomination committee chairperson*	R60 000	R143 000	R152 000
Remuneration and nomination committee member	R30 000	R95 500	R101 000
Social, ethics and sustainability committee chairperson*		R143 000	R152 000
Social, ethics and sustainability committee member		R95 500	R101 000

*	Paid in addition to a members’ fee.

Executive directors do not receive directors’ fees.

Reason and effect

The reason for special resolution number 1 is for the company to obtain the approval of shareholders by way of special resolution for the payment of remuneration to its non-executive directors in accordance with the requirements of the Companies Act.

In arriving at the proposed fees, cognisance was taken of market trends and the increased responsibilities of non-executive directors in terms of new legal, governance and JSE requirements. An extensive review of comparative fees paid to chairpeople and deputy chairpeople of peer companies revealed a substantial discrepancy between the fees paid by Imperial compared to peer companies. In order to remain competitive the board therefore decided to recommend that the chairperson’s fee and deputy chairperson’s fee be increased to the 50th percentile of the fees paid by peer companies. In determining the peer group used for this comparison, dual listed companies were excluded. Non-South African based directors were also excluded from the comparison. Similarly, in light of the increased responsibilities of committees and the growth in size and complexity of the group, it is proposed to increase committee fees at a rate higher than inflation.

The effect of special resolution number 1 is that the company will be able to pay its non-executive directors for the services they render to the company as directors without requiring further shareholder approval until the next annual general meeting.

Percentage voting rights

The minimum percentage of voting rights that is required for this resolution to be adopted is 75% (seventy five percent) of the voting rights to be cast on the resolution.

SPECIAL RESOLUTION NUMBER 2 – GENERAL AUTHORITY TO REPURCHASE COMPANY SHARES

“Resolved that the company, or a subsidiary of the company, be and is hereby authorised, by way of a general authority, to acquire ordinary shares of 4 cents each (ordinary shares) issued by the company (including the conclusion of derivative transactions which may result in the purchase of shares), in terms of the provisions of sections 46 and 48 of the Companies Act and in terms of the Listings Requirements of the JSE Limited (the JSE), (the Listings Requirements), it being recorded that the Listings Requirements currently require, inter alia, that the company may make a general repurchase of securities only if:

>	Any such repurchase of ordinary shares is effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty (reported trades are prohibited)
>	Authorised by the company’s MOI
>	The general authority shall be valid until the next annual general meeting of the company, provided that it shall not extend beyond 15 months from the date of this special resolution number 2
>	When the company has cumulatively repurchased 3% of the number of ordinary shares in issue on the date of passing of special resolution number 2, and for each 3% thereof, in aggregate acquired thereafter, an announcement is published as soon as possible and not later than 08:30 on the second business day following the day on which the relevant threshold is reached or exceeded, and the announcement complies with the requirements of the Listings Requirements
>	At any time, only one agent is appointed to effect any repurchase on the company’s behalf
>	The company or its subsidiary does not repurchase securities during a prohibited period unless the company has a repurchase programme in place where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period
>	A resolution by the board of directors that it has authorised the repurchase, that the company and its subsidiaries have satisfied the solvency and liquidity test as defined in the Companies Act and that, since the solvency and liquidity test was done, there have been no material changes to the financial position of the group
>	Any general repurchase by the company of its own ordinary shares shall not, in aggregate in any one financial year exceed 20% of the Company’s issued ordinary shares as at the date of passing of this special resolution number 2
>	In determining the price at which the ordinary shares are repurchased by the company or its subsidiary in terms of this general authority, the maximum price at which such shares may be repurchased will not be greater than 10% above the weighted average of the market value for such ordinary shares for the five business days immediately preceding the date of repurchase of such shares, (the price)

A general repurchase of the company’s shares shall not be effected before the JSE has received written confirmation from the company’s sponsor (the sponsor), in terms of paragraph 2.12 of the Listings Requirements, in respect of the directors’ working capital statement. Furthermore, the company will consult the sponsor before:

>	It repurchases more than 10% in terms of its general authority
>	It executes a repurchase which will result in the accumulated Rand value of the repurchases from the date of the last authority being greater than 10% of the shareholders’ equity at the date that the authority was obtained
>	It repurchases securities and the financial position of the group has changed materially from the date when the sponsor first issued its written confirmation, in order for the sponsor to review the validity of its letter issued when the general authority was granted

The company will only transact in derivative transactions relating to the repurchase of securities if, with regard to the price of the derivative:

>	The strike price of any put option written by the company less the value of the premium received by the company for that put option may not be greater than the fair value of a forward agreement based on a spot price not greater than the Price
>	The strike price of any call option purchased by the company may be greater than the price at the time of entering into the derivative agreement, but the company may not exercise the call option if it is more than 10% “out of the money”
>	The price of the forward agreement may be greater than the price but limited to the fair value of a forward agreement calculated from a spot price not greater than the price

The directors of the company confirm that no repurchase will be implemented in terms of this authority unless, after each such repurchase:

>	The company and the group will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months after the date of the notice of the annual general meeting
>	The consolidated assets of the company and the group, fairly valued in accordance with the accounting policies used in the latest audited annual group financial statements, will exceed its consolidated liabilities for a period of 12 months after the date of the notice of the annual general meeting
>	The share capital and reserves of the company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the annual general meeting
>	The working capital of the company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the annual general meeting

and the directors have passed a resolution authorising the repurchase, resolving that the company and its subsidiary/ies, as the case may be, have satisfied the solvency and liquidity test as defined in the Companies Act and since the solvency and liquidity test had been applied, there have been no material changes to the financial position of the group.”

Pursuant to and in terms of paragraphs 11.23 and 11.26 of the Listings Requirements, the directors of the company hereby state that:

>	The intention of the company and its subsidiaries is to utilise the general authority to repurchase, if at some future date the cash resources of the company are in excess of its requirements
>	The method by which the company and any of its subsidiaries intend to repurchase its securities and the date on which such repurchase will take place, has not yet been determined

The Listings Requirements require the following disclosures with respect to general repurchases, some of which appear elsewhere in the Integrated Annual Report of which this notice forms part:

>	Directors and management pages 16 to 21
>	Major shareholders page 46
>	Share capital of the company page 150
>	Directors’ interest in securities page 47

Litigation statement

In terms of section 11.26 of the Listings Requirements, the directors, whose names are given on pages 16 to 21 of the Integrated Annual Report of which this notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 months, a material effect on the group’s financial position.

Directors’ responsibility statement

The directors, whose names are given on pages 16 to 21 of the Integrated Annual Report, collectively and individually accept full responsibility for the accuracy of the information pertaining to the general repurchase resolution 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 aforementioned resolution contain all information required by law and the Listings Requirements.

No material changes to report

Other than the facts and developments reported on in the Integrated Annual Report, there are no material changes in the affairs or financial position of the company and its subsidiaries that have occurred subsequent to the 30 June 2014 year-end until the date of the notice of annual general meeting.

Reason and effect

The reason for and effect of special resolution 2 is to authorise the company and/or its subsidiaries by way of a general authority to acquire their own issued shares on such terms on the previous page, conditions and in such amounts, as determined from time to time by the directors of the company subject to the limitations set out on the previous page and in compliance with section 48 of the Companies Act.

Statement of board’s intention

The board has considered the impact of a repurchase of up to 15% (fifteen percent) of the company’s shares, being within the maximum permissible under a general authority in terms of the Listings Requirements. Should the opportunity arise and should the directors deem it in all respects to be advantageous to the company to repurchase such shares, it is deemed appropriate that the company or a subsidiary be authorised to repurchase the company’s shares.

Percentage voting rights

The minimum percentage of voting rights that is required for this resolution to be adopted is 75% (seventy five percent) of the voting rights to be cast on the resolution.

ORDINARY RESOLUTION 7 – AUTHORITY TO ISSUE ORDINARY SHARES

“Resolved that, in terms of the Listings Requirements, the MOI and the Companies Act, the authorised but unissued ordinary shares be and are hereby placed under the control of the directors by way of a general authority that shall remain valid until the next annual general meeting and the directors authorised to allot and issue those shares at their discretion, which authority shall include the authority to issue any option/convertible securities that are convertible into ordinary shares, provided that the aggregate number of ordinary shares able to be allotted and issued in terms of this resolution, shall be limited to 5% of the issued share capital at 30 June 2014.”

Percentage voting rights

The minimum percentage of voting rights that is required for this resolution to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on the resolution.

10.

ORDINARY RESOLUTION 8 – AUTHORITY TO ISSUE SHARES FOR CASH

“Resolved that the directors of the company be and are hereby authorised by way of a general authority, to allot and issue any of the company’s unissued shares placed under their control for cash, as they in their discretion may deem fit, without restriction, subject to the provisions of the Listings Requirements, and subject to the proviso that the aggregate number of ordinary shares able to be allotted and issued in terms of this resolution, shall be limited to 5% of the issued share capital at 30 June 2014, provided that:

>	The approval shall be valid until the date of the next annual general meeting of the company, provided it shall not extend beyond 15 months from the date of this resolution
>	A paid press announcement giving full details, including the impact on net asset value and earnings per share, will be published after any issue representing, on a cumulative basis within any one financial year, 5% or more of the number of shares in issue prior to such issue
>	The Company’s securities which are the subject of the general issue of shares for cash, in the aggregate in any one financial year may not exceed 5% of the applicant’s issued share capital (number of securities) of that class
>	In determining the price at which an issue of shares will be made in terms of this authority, the maximum discount permitted will be 10% of the weighted average traded price of such shares, as determined over the 30 trading days prior to the date that the price of the issue is agreed between the issuer and the party subscribing for the securities. The JSE should be consulted for a ruling if the securities have not traded in such 30 business day period
>	Any such issue will only be made to public shareholders as defined in paragraphs 4.25 to 4.27 of the Listings Requirements of the JSE and not to related parties
>	Any such issue will only be securities of a class already in issue or, if this is not the case, will be limited to such securities or rights that are convertible into a class already in issue”.

For listed entities wishing to issue shares for cash, it is necessary for the board not only to obtain the prior authority of the shareholders as may be required in terms of the MOI, but it is also necessary to obtain the prior authority of shareholders in accordance with the Listings Requirements. The reason for this resolution is accordingly to obtain a general authority from shareholders to issue shares for cash in compliance with the Listings Requirements.

Percentage voting rights

In terms of the Listings Requirements, the minimum percentage of voting rights that is required for this resolution to be adopted is 75% (seventy five percent) of the voting rights to be cast on the resolution.

11.

ORDINARY RESOLUTION 9 – AUTHORITY TO ISSUE NON-REDEEMABLE PREFERENCE SHARES

“Resolved that, in terms of the Listings Requirements, the MOI and the Companies Act, the authorised but unissued non-redeemable cumulative, non-participating preference shares be and are hereby placed under the control of the directors and the directors are authorised to allot and issue those shares at their discretion, provided that no more than 5 000 000 (five million) non-redeemable preference shares in aggregate may be issued in terms of this authority.”

Percentage voting rights

The minimum percentage of voting rights that is required for this resolution to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on the resolution.

12.

SPECIAL RESOLUTION NUMBER 3 – AUTHORITY TO PROVIDE FINANCIAL ASSISTANCE IN TERMS OF SECTION 44

“Resolved that in terms of section 44 of the Companies Act, as a general approval, the board of the company may from time to time authorise the company to provide any direct or indirect financial assistance, as defined in section 44 of the Companies Act, to any person for such amounts and on such terms and conditions as the board of the company may determine for the purpose of or in connection with the subscription for securities to be issued by the company or any related and inter-related companies or for the purchase of securities of the company or related and inter-related companies, provided that the aforementioned approval shall be valid until the date of the next annual general meeting of the company.”

Reason

Imperial is from time to time, as an essential part of conducting its business, required to provide direct or indirect financial assistance in the form of loans, guarantees, the provision of security or otherwise as contemplated in section 44 of the Companies Act for the purpose of or in connection with the subscription for securities to be issued by the company or related and inter-related companies or for the purchase of securities of the company or related and inter-related companies. The financial assistance is generally provided in the form of guarantees to capital market investors who invest in bonds and other financial instruments issued by subsidiaries of the company.

In terms of the Companies Act, companies are required to obtain the approval of their shareholders by way of special resolution in order to provide financial assistance to subscribe for such securities and Imperial seeks approval for the board of the company until the next annual general meeting to authorise the provision by the company of financial assistance to investors in securities to be issued by the company or related and inter-related companies as contemplated in section 44 of the Companies Act. The financial assistance will be provided as part of the day-to-day operations of the company in the normal course of its business and in accordance with its MOI and the provisions of the Companies Act.

Approval is not sought for loans to directors and no such financial assistance will be provided under this authority.

Effect

Special resolution 3 will grant the directors of the company the authority until the next annual general meeting to authorise the provision by the company of financial assistance as contemplated in section 44 of the Companies Act.

Compliance with section 44(3)(b)

The directors of Imperial will, in accordance with the companies Act, ensure that financial assistance is only provided if the requirements of that section are satisfied, inter alia, that immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test set out in section 4(1) of the Companies Act.

Percentage voting rights

The minimum percentage of voting rights that is required for this resolution to be adopted is 75% (seventy five percent) of the voting rights to be cast on the resolution.

13.

SPECIAL RESOLUTION NUMBER 4 – AUTHORITY TO PROVIDE FINANCIAL ASSISTANCE IN TERMS OF SECTION 45

“Resolved that in terms of section 45 of the Companies Act, as a general approval, the board of the company may from time to time authorise the company to provide any direct or indirect financial assistance, as defined in section 45 of the Companies Act, to any related or inter-related company or corporation for such amounts and on such terms and conditions as the board of the company may determine, provided that the aforementioned approval shall be valid until the date of the next annual general meeting of the company.”

Reason

Imperial is a listed holding company with a large number of subsidiary companies, which together comprise the Imperial group of companies. Imperial is not an operating company and all operations in the Imperial group are conducted by subsidiary companies of Imperial.

Imperial is from time to time, as an essential part of conducting its business, required to provide financial assistance to its subsidiary and associate companies, including related and inter-related companies in the form of operational loan funding, credit guarantees and general financial assistance as contemplated in section 45 of the Companies Act.

In terms of the Companies Act, companies are required to obtain the approval of their shareholders by way of special resolution to provide financial assistance to subsidiaries and Imperial seeks approval for the board of the company until the next annual general meeting to authorise the provision by the company of financial assistance to any related or inter-related company as contemplated in section 45 of the Companies Act. This means that the company is authorised to grant loans to its subsidiaries and to guarantee the debts of its subsidiaries. The financial assistance will be provided as part of the day-to-day operations of the company in the normal course
of its business and in accordance with its MOI and the provisions of the Companies Act.

Effect

Special resolution 4 will grant the directors of the company the authority until the next annual general meeting to authorise the provision by the company of financial assistance to any related or inter-related company as contemplated in section 45 of the Companies Act.

Compliance with section 45(3)(b)

The directors of Imperial will, in accordance with the Companies Act, ensure that financial assistance is only provided if the requirements of that section are satisfied, inter alia, that immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test set out in section 4(1) of the Companies Act.

Percentage voting rights

The minimum percentage of voting rights that is required for this resolution to be adopted is 75% (seventy five percent) of the voting rights to be cast on the resolution.

14.

TO TRANSACT SUCH OTHER BUSINESS AS MAY BE TRANSACTED AT AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

Voting and proxies

A shareholder, holding shares in a certificated form or holding dematerialised their shares with “own name” registration, is entitled to attend and vote at the general meeting or is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the company. For the convenience of registered certificated shareholders or shareholders who have dematerialised their shares with own name registration, a form of proxy is attached hereto. Duly completed forms of proxy must be lodged at the registered office of the company or at the transfer secretaries at the addresses on the Form of Proxy by no later than 09:00 on Monday, 3 November 2014.

Every person present and entitled to vote at the general meeting shall, on a show of hands, have one vote only, and on a poll, shall have one vote for every ordinary share held or represented.

Section 63(1) of the Companies Act requires that meeting participants provide satisfactory identification.

Shareholders’ rights regarding proxies in terms of section 58 of the Companies Act are as follows:

(1)

At any time, a shareholder of a company may appoint any individual, including an individual who is not a shareholder of that company, as a proxy to

(a)	participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder, or
(b)	give or withhold written consent on behalf of the shareholder to a decision contemplated in section 60

(2)

A proxy appointment

(a)

must be in writing, dated and signed by the shareholder; and

(b)

remains valid for

(i)	one year after the date on which it was signed; or
(ii)	any longer or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in subsection (4) (c), or expires earlier as contemplated in subsection (8)(d).

(3)

Except to the extent that the Memorandum of Incorporation of a company provides otherwise

(a)	a shareholder of that company 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;
(b)	a proxy may delegate the proxy’s authority to act on behalf of the shareholder to another person, subject to any restriction set out in the instrument appointing the proxy; and
(c)	a copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the company, before the proxy exercises any rights of the shareholder at a shareholders meeting.

(4)

Irrespective of the form of instrument used to appoint a proxy

(a)

the appointment is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder;

(b)

the appointment is revocable unless the proxy appointment expressly states otherwise; and

(c)

if the appointment is revocable, a shareholder may revoke the proxy appointment by

(i)	cancelling it in writing, or making a later inconsistent appointment of a proxy; and
(ii)	delivering a copy of the revocation instrument to the proxy, and to the Company.

(5)

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

(a)	the date stated in the revocation instrument, if any; or
(b)	the date on which the revocation instrument was delivered as required in subsection (4) (c) (ii).

(6)

A proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction, except to the extent that the instrument appointing the proxy otherwise provides.

Shareholders who have dematerialised their shares and have not selected own name registration must advise their CSDP or broker of their voting instructions should they be unable to attend the general meeting but wish to be represented thereat. Dematerialised shareholders without own name registration should contact their CSDP or broker with regard to the cut-off time for their voting instructions. If, however, such members wish to attend the general meeting in person, then they will need to request their CSDP or broker to provide them with the necessary letter of representation in terms of the custody agreement entered into between the dematerialised shareholder and their CSDP or broker.

By order of the board

RA Venter
Company secretary

26 August 2014