| 1. |
To receive, consider and adopt the annual financial
statements of the Company and of the Altron group for the
year ended 28 February 2005. |
| |
|
| 2. |
To re-elect by way of separate resolutions directors in
the place of those retiring in accordance with the Company's
Articles of Association. The directors retiring are: Dr PM
Maduna and Messrs MC Berzack, MJ Leeming, JRD Modise and
CG Venter, all of whom being eligible offer themselves for
re-election. |
| |
|
| An abbreviated curriculum vitae
in respect of each director offering himself for re-election
is contained in the directorate
profiles of this annual report. |
| |
|
| 3. |
To ratify the remuneration paid to non-executive directors
during the past financial year. |
| |
|
| 4. |
To re-appoint KPMG Inc. as independent auditors of the Company and to authorise
the directors to determine the remuneration of the auditors for the past year's
audit as reflected in note 18 of the annual financial statements. |
| |
|
| As special business, to consider
and if deemed fit, pass with or without modification
the following resolutions, those numbered 5 and 6 as special
resolutions and those numbered 7, 8, 9 and 10 as ordinary
resolutions: |
| |
|
5. |
SPECIAL RESOLUTION NUMBER 1: GENERAL AUTHORITY TO REPURCHASE
SHARES |
| |
|
| |
That the Company or any of its subsidiaries be and are
hereby authorised, by way of a general approval, to acquire
ordinary and/or participating preference shares issued by
the Company, in terms of Sections 85 (2) and 85 (3) of the
Companies Act No 61 of 1973, as amended, (the Companies Act),
and in terms of the JSE Securities Exchange South Africa
(the JSE) Listings Requirements, being that: |
| |
● any such acquisition of ordinary and/or participating
preference shares shall be effected
through the order book
operated by the JSE trading system and done without any prior
understanding or arrangement between the Company and the
counter-party;
● this general authority shall be valid until the Company's
next annual general meeting, provided that
it shall not extend beyond 15 (fifteen) months from
the date of passing of this special resolution
number 1;
● an announcement will be published as soon as the
Company or any of its subsidiaries has acquired ordinary
and/or participating preference shares constituting, on a
cumulative basis, 3% of the number of ordinary and/or participating
preference shares in issue and for each 3% in aggregate of
the initial number acquired thereafter, in compliance with
Rule 11.27 of the JSE Listings Requirements;
● acquisitions of shares in aggregate in any one financial
year may not exceed 20% of the Company's
ordinary and/or participating preference issued share capital,
as the case
may be, as at the date of passing of this
special resolution number 1;
● ordinary and/or participating preference shares may
not be acquired at a price greater than 10%
above, the weighted average of the market value at which
such ordinary and/or
participating preference shares are traded
on the JSE as determined over the five business days
immediately preceding the date of repurchase of such ordinary
and/or participating preference shares;
● the Company has been given authority by its Articles
of Association;
● at any point in time, the Company may only appoint
one agent to effect any repurchase on the Company's
behalf;
● the Company undertaking that it will not enter the
market to repurchase the Company's securities
until the Company's sponsor has provided written confirmation
to the JSE regarding the adequacy of the
Company's
working capital in accordance with Schedule 25 of the JSE
Listings Requirements;
● the Company remaining in compliance with the shareholder
spread requirements of the JSE Listings Requirements; and
● the Company and/or its subsidiaries not repurchasing
any shares during a prohibited period as defined by
the JSE Listings Requirements. |
| |
|
| |
Before entering the market to effect the general repurchase,
the directors, having considered the effects of the repurchase
of the maximum number of ordinary and/or participating preference
shares in terms of the aforegoing general authority, will
ensure that for a period of 12 (twelve) months after the
date of the notice of annual general meeting: |
| |
● the Company and the Altron group will be able,
in the ordinary course of business, to pay its debts;
● the consolidated assets of the Company and the Altron
group, fairly valued in accordance with Generally Accepted
Accounting Practice, will exceed the consolidated liabilities
of the Company and the Altron group;
● the Company and the Altron group's ordinary
and/or participating preference share capital, reserves
and working capital will be adequate for ordinary business
purposes;
and
● the working capital of the Company and the Altron
group will be adequate for the purposes of the business of
the Company and the Altron group. |
| |
|
| |
The following additional information, some of which may
appear elsewhere in the annual report of which this notice
forms part, is provided in terms of the JSE Listings Requirements
for purposes of the general authority; |
| |
● directors and management — directorate
profiles;
● major beneficial shareholders — Sustainability
report;
● director's interests in ordinary shares — Directors'
report;
● share capital of the Company — notes
to the annual financial statement. |
| |
|
| |
Litigation statement |
| |
In terms of section 11.26 of the JSE Listings Requirements,
the directors, whose names appear on directorate
profiles of this annual report
of which this notice forms part, are not
aware of any legal or arbitration proceedings that are pending
or threatened, that may have or had in the recent past, being
at least the previous 12 (twelve) months, a material effect
on the Altron group's financial position. |
| |
|
| |
Directors' responsibility statement |
| |
The directors, whose names appear on
directorate profiles of
this annual report, collectively and individually accept
full responsibility for the accuracy of the information pertaining
to this special resolution and certify that, to the best
of their knowledge and belief, there are no facts that have
been omitted which would make any statements false or misleading,
and that all reasonable enquiries to ascertain such facts
have been made and that this special resolution contains
all information required by law and the JSE Listings Requirements. |
| |
|
| |
Material changes |
| |
Other than the facts and developments reported on in this
annual report, there have been no material changes in the
affairs or financial position of the Company and its
subsidiaries since the date of signature of the audit report
and up to the date of this notice. |
| |
|
| |
The reason for and effect of this special resolution is
to grant the directors of the Company a general authority
in terms of the Companies Act and the JSE Listings Requirements
for the repurchase by the Company, or a subsidiary of the
Company, of the Company's shares. |
| |
|
| |
The directors have no specific intention, at present,
for the Company to repurchase any of its shares but consider
that such a general authority should be put in place should
an opportunity present itself to do so during the year which
is in the best interests of the Company and its shareholders. |
| |
|
6. |
SPECIAL RESOLUTION NUMBER 2: AMENDMENTS TO ARTICLES
OF ASSOCIATION |
| |
|
| |
That the Company's existing Articles of Association
be amended to incorporate those changes highlighted in the
amended Articles of Association which will be tabled at the
annual general meeting and initialled by the chairman for
identification purposes. |
| |
|
7. |
ORDINARY RESOLUTION NUMBER 1: CONTROL OF AUTHORISED
BUT UNISSUED SHARES |
| |
That the general authority granted to directors to allot
and issue the unissued ordinary and participating preference
shares of the Company be renewed after providing for the
allotment and issue of ordinary and participating preference
shares in terms of the Company’s share schemes, which
authority shall be restricted to 10% of the issued ordinary
and/or participating preference shares as at 28 February
2005, upon such terms and conditions as they in their sole
discretion may determine; subject to the provisions of the
Companies Act, and the JSE Listings Requirements. |
| |
|
8. |
ORDINARY RESOLUTION NUMBER 2: GENERAL AUTHORITY TO ISSUE
SHARES FOR CASH |
| |
That subject to renewal of the general authority proposed
in terms of 7 above and in terms of the JSE Listings Requirements,
shareholders to grant a waiver in favour of the directors
for the allotment and issue of ordinary and/or participating
preference shares in the capital of the Company for cash
other than in the normal course by way of a rights offer
or pursuant to the Company's share schemes or acquisitions
utilising such securities. The allotment and issue of shares
for cash, as and when suitable situations arise, shall be
subject to the following limitations: |
| |
● any issue of securities shall be to public shareholders
as defined by the JSE Listings Requirements;
● this authority shall only be valid until the next
annual general meeting of the Company but shall not endure
beyond the period of 15 (fifteen) months from the date
set down for the fifty-ninth annual general meeting;
● a paid press announcement giving details, including
the impact on net asset value and earnings per share, will
be published at the time of any such allotment and issue
of shares representing, on a cumulative basis within one
year, 5% or more of the number of shares of that class in
issue prior to any such issues;
● that issues in the aggregate in any one financial
year shall not exceed 10% of the number of shares
of any class of the Company's issued share capital less any
shares that may be issued during the financial
year arising from the exercise of share options in the normal
course; and
● that, in determining the price at which an allotment
and 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 the class of shares to be issued
over the 30 days prior to the date that the price of issue
is determined or agreed by the directors of the Company. |
| |
|
| |
In terms of the JSE Listing Requirements, the approval
of a 75% majority of the votes cast by shareholders present
or represented by proxy at this annual general meeting will
be required for this authority to become effective. |
| |
|
9. |
ORDINARY RESOLUTION NUMBER 3: AMENDMENTS TO THE ALTRON
SHARE INCENTIVE SCHEME |
| |
That the Company adopt and approve the amendments to the
existing Altron Share Incentive Scheme, a copy of which was
laid before this annual general meeting and initialled by
the chairman for purposes of identification. The board
of directors is authorised to do all things necessary and
incidental to the implementation of the before-mentioned,
including the signature of the amended scheme rules referred
to above and all related or ancillary documents, on behalf
of the Company. |
| |
|
10. |
ORDINARY RESOLUTION NUMBER 4: SIGNATURE OF DOCUMENTS |
| |
That any one director or the secretary of the Company be
and is hereby authorised to do all such things and sign all
documents and take all such action as they consider necessary
to implement the resolutions set out in the notice convening
the annual general meeting at which this ordinary resolution
will be considered. |
| |
|
Voting and proxies
|
| Ordinary and participating preference shareholders are
entitled to attend and speak at the meeting, but only ordinary
shareholders are entitled to vote. |
| |
|
| Ordinary and participating preference shareholders may
appoint a proxy to attend, speak and in respect of an ordinary
shareholder, vote in their stead. A proxy need not be a shareholder
of the Company. Shareholders holding dematerialised shares
but not in their own name must furnish their Central Securities
Depository Participant (CSDP) or broker with their instructions
for voting at the annual general meeting should they wish
to vote. If your CSDP or broker, as the case may be, does
not obtain instructions from you, it will be obliged to act
in terms of your mandate furnished to it, or if the mandate
is silent in this regard, to complete the relevant form of
proxy attached. Unless you advise your CSDP or broker, in
terms of the agreement between you and your CSDP or broker
by the cut-off time stipulated therein, that you wish to
attend the annual general meeting or send a proxy to represent
you at the annual general meeting, your CSDP or broker will
assume you do not wish to attend the annual general meeting
or send a proxy. If you wish to attend the annual general
meeting or send a proxy, you must request your CSDP or broker
to issue the necessary letter of authority to you. |
| |
|
| Shareholders holding dematerialised shares in their own
name, or who hold shares that are not dematerialised, and
who are unable to attend the annual general meeting and wish
to be represented thereat, must complete the relevant form
of proxy attached in accordance with the instructions therein
and lodge it with, or mail it to, the transfer secretaries. |
| |
|
| Forms of proxy should be forwarded to reach the Company's
transfer secretaries at the address given below by not later
than 09:30 on Thursday, 14 July 2005. The completion of a
form of proxy will not preclude a shareholder from attending
the annual general meeting. |
| |
|
| By order of the board |
| |
|
ALTRON MANAGEMENT SERVICES
(PTY) LIMITED - Secretaries |
| |
|
per: AG JOHNSTON - Group Company Secretary
31 May 2005 |
| |
|
TRANSFER SECRETARIES
Computershare Investor Services 2004 (Pty) Limited
70 Marshall Street
Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107) |
| |
|
| |
ANNUAL GENERAL MEETING – EXPLANTORY
NOTES |
| |
|
1. |
ADOPTION OF ANNUAL FINANCIAL STATEMENTS |
| |
|
| |
At the annual general meeting, the directors must present
the annual financial statements for the year ended
28 February 2005 to shareholders, together with the reports
of the directors and the auditors. These are contained within
the annual report. |
| |
|
2. |
RE-ELECTION OF DIRECTORS |
| |
|
| |
In accordance with the Company's Articles of Association,
one third of the directors are required to retire at each
annual general meeting and may offer themselves for re-election.
In addition, any person appointed to the board of directors
is similarly required to retire and is eligible for re-election
at the next annual general meeting. Dr PM Maduna retires
from the board and Messrs MC Berzack, MJ Leeming, JRD Modise
and CG Venter retire by rotation at the annual general meeting. |
| |
|
| |
An abbreviated curriculum vitae in respect of each director
offering himself for re-election is contained on directorate
profiles of this annual report. |
| |
|
3. |
REMUNERATION OF NON-EXECUTIVE DIRECTORS |
| |
Shareholders are requested to ratify the remuneration paid
to non-executive directors during the past financial
year. Full particulars of all fees and remuneration for the
past financial year are contained in
the remuneration report of the
annual report. |
| |
|
4. |
RE-APPOINTMENT OF INDEPENDENT AUDITORS |
| |
KPMG Inc has indicated its willingness to continue in office
and resolution 4 proposes the re-appointment of that firm
as the Company's auditors until the next annual general
meeting. The resolution also gives authority to the directors
to fix the auditors' remuneration. |
| |
|
5. |
SPECIAL RESOLUTION NO. 1 – GENERAL AUTHORITY
TO REPURCHASE SHARES |
| |
The effect of special resolution number 1 and the reason
thereof is to grant the Company or any of its subsidiaries
a general approval in terms of the Companies Act No 61 of
1973, as amended (the Companies Act), for the acquisition
by the Company or any of its subsidiaries of the Company's
shares, which general approval shall be valid until the earlier
of such next annual general meeting of the Company or its
variation or revocation of such general authority by special
resolution at any subsequent annual general meeting of the
Company; provided that the general authority shall not extend
beyond 15 months from the date of the annual general meeting. |
| |
|
6. |
SPECIAL RESOLUTION NO. 2 – AMENDMENTS TO ARTICLES
OF ASSOCIATION |
| |
The reason for and effect of special resolution number
2 is: |
| |
| 1) |
The Company's existing Articles of Association
were adopted in November 2004. Pursuant thereto, the
Company has identified certain administrative errors
and interpretational inconsistencies between certain
of the Articles and the JSE Securities Exchange South
Africa (the JSE) Listings Requirements and the Companies
Act respectively. |
 |
|
| 2) |
As a result of these, it was considered appropriate
to adopt amended Articles of Association that address
these errors and interpretational inconsistencies. |
| |
|
| 3) |
The significant amendments include the following: |
| |
● introducing certain new definitions in
the definitions section which words and/or phrases
were referred to in the Articles of
Association adopted in November 2004 but not defined;
● entitling
the annual general meeting to, amongst other things,
sanction and declare a dividend;
● amending Article 11.2 to record that only shareholders
present in person can constitute a quorum. Section 190(a)
of the Companies Act excludes quorums by proxy representation;
● permitting the transfer secretaries, including
the Company, to receive forms of proxy prior to
general meetings (including the annual general meeting)
of the
Company;
● permitting shareholders to ratify fees of the
non-executive directors at annual general meetings of
the Company;
● redefining when directors shall cease to
hold office due to consistent failure to attend
board meetings;
● correcting incorrect cross-references to certain
articles in the Articles of Association;
● making certain articles subject to the Statutes,
as defined in the Articles of Association and not
merely the Companies Act;
● requiring donations to political parties over
R25 000 per donation to be approved by shareholders in
general meeting. |
| |
|
| |
Copies of the proposed amended Articles of Association
may be inspected during normal business hours at the
Company's registered office, Altron House,
4 Sherborne Road, Parktown Johannesburg. |
| |
|
|
7. |
ORDINARY RESOLUTIONS NOS. 1 AND 2 – CONTROL OF
AUTHORISED BUT UNISSUED SHARES AND GENERAL AUTHORITY TO
ISSUE SHARES FOR CASH |
| |
|
| |
In terms of Sections 221 and 222 of the Companies Act the
shareholders have to approve the placement of the unissued
shares under the control of the directors. A general authority
to issue shares for cash has also been granted to the directors.
The authorities will be subject to the Companies Act and
the JSE Listings Requirements. |
| |
|
| |
The effect of ordinary resolution number 2 and the reason
thereof is that as more than 35% of the Company's issued
shares are in the hands of the public as defined by
the JSE, the approval of a 75% majority of the votes cast
by shareholders present or represented by proxy at this annual
general meeting is required for this ordinary resolution
to become effective. |
| |
|
8. |
ORDINARY RESOLUTION NO. 3 – AMENDMENTS TO THE
ALTRON SHARE INCENTIVE SCHEME |
| |
|
| |
The reasons for ordinary resolution number 3 are: |
| |
● |
The benefits which can accrue to a company
by giving employees the opportunity to become shareholders
in the company are well recognised. |
| |
● |
In order to bring the existing share incentive
trust into line with similar
market-related employee share incentive trusts and to improve
the attractiveness to current and potential participants, it
is proposed to amend the existing share incentive trust by introducing a conditional
rights scheme. |
| |
● |
The conditional rights scheme will ensure that
the existing share incentive
trust continues to incentivise employees to promote the continued
growth of the Company by inter alia: |
| |
|
– |
aligning, the interests of the employees with
those
of the shareholders; and |
| |
|
– |
providing for recent changes in the legal, tax and accounting
environment within which the company operates. |
| |
● |
The salient features of the amendments
to the existing Altron Share Incentive
Scheme are detailed hereunder: |
| |
|
Conditional rights scheme: |
| |
|
– |
rights to acquire shares (Conditional Rights) are
conditionally
granted to participants subject to meeting future performance
vesting conditions. Each Conditional Right will have an award price
(the Award Price) equal to the closing price of a share on the day preceding
the award of that Conditional Right; |
| |
|
– |
the vesting conditions attaching to Conditional Rights
are specified in advance, and the Conditional
Rights
only vest based on meeting the vesting conditions; |
| |
|
– |
the vesting conditions may but will not necessarily include
set performance targets; |
| |
|
– |
vesting of Conditional Rights occurs in equal tranches
over a three-year period commencing on
the third anniversary of the granting of the Conditional
Rights, subject to meeting the vesting
conditions; |
| |
|
– |
the quantum of vesting of Conditional Rights can vary depending
upon the extent to which the vesting
conditions
are met; |
| |
|
– |
a participant may exercise his Conditional Rights once
they have vested. The price at which a Conditional Right
may be exercised (the Exercise Price) would be the closing
price of a share on the day immediately
preceding the day on which the Conditional Right is exercised.
The benefit due to a participant
upon an exercise of
the Conditional Right will be the difference between the Exercise
Price and the Award Price. After deducting the tax payable by the participant
on this amount, the Company will pay out the after-tax benefit to the participant
in cash on condition that such payment is applied by the participant
towards the subscription of participating preference shares.
Alternatively, at its election, the board may waive this condition
and elect to pay the after-tax benefit to the participant in cash without
requiring him to subscribe for shares. In the case of a subscription
the total after-tax benefit due to a participant from
exercising Conditional Rights will be divided by the Exercise Price to determine
the number of shares to be subscribed for by the participant, with a balancing
amount
attributable
to rounding to be paid in cash; |
| |
|
– |
the award of Conditional Rights does not confer on the
holder of those Conditional Rights any rights
to the shares which may ultimately be subscribed for by him
upon an exercise of those Conditional Rights,
until such shares are issued; |
| |
|
– |
in the event of a re-organisation or transaction which
has an effect on the capital of the Company,
the benefits due to a participant may be adjusted in
accordance with a determination of the
auditors of the Company, to ensure that neither the Company
nor the holder
of Conditional Rights is prejudiced; |
| |
|
– |
no material aspect of the scheme may be amended without
the approval of the shareholders of the
Company. |
| |
|
The remaining provisions of the Altron Share
Incentive Scheme shall in all material respects remain unaltered
and of full force and effect. |
