Altron notice of annual general meeting
Allied Electronics Corporation Limited
Incorporated in the Republic of South Africa
(Registration number 1947/024583/06)
(Share code: ATN) (ISIN: ZAE000029658)
(Share code: ATNP) (ISIN: ZAE000029666)
("Altron" or "the company")
Notice is hereby given that the sixtieth annual general meeting of the shareholders of Altron will be held in the Boardroom, Altech Corporate Of ces, 79 Central Street, Houghton, Johannesburg on Friday, 14 July 2006 at 09:30 to conduct the following business:
- To receive, consider and adopt the annual financial statements of the company and of the Altron group for the year ended 28 February 2006.
- 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:
Messrs N Claussen, MJ Lamberti, RE Venter, PMO Curle, DC Mpofu and Ms DC Radley, 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 profile of this annual report.
- To ratify the remuneration paid to non-executive directors during the past financial year.
- 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 t, pass with or without modi cation the following resolutions, that numbered 5 as a special resolution and those numbered 6, 7 and 8 as ordinary resolutions.
- 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 Limited (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 acumulative 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 there after, 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 acquire data 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 inaccordance with International Financial Reporting Standards, 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:
LITIGATION STATEMENT
In terms of Section 11.26 of the JSE Listings Requirements, the directors, whose names appear on pages 184 to 187 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 nancial position.
DIRECTORS' RESPONSIBILITY STATEMENT
The directors, whose names appear on pages 184 to 187 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 nancial 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 speci c 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.
- 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 Altron notice of annual general meeting continued authority shall be restricted to 10% of the issued ordinary and/or participating preference shares as at 28 February 2006, 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.
- ORDINARY RESOLUTION NUMBER 2 :GENERAL AUTHORITY TO ISSUE SHARES FOR CASH
That subject to renewal of the general authority proposed in terms of 6 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 sixtieth 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 Listings 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.
- ORDINARY RESOLUTION NUMBER 3: 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 this 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. 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, 13 July 2006. 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 2006
TRANSFER SECRETARIES
Computershare Investor Services 2004 (Pty) Limited
70 Marshall Street
Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107) |
