| 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 2006 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 is 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. Messrs N Claussen and MJ Lamberti retire from the board and Messrs RE Venter, PMO Curle, DC Mpofu and Ms DC Radley retire by rotation at the annual general meeting.
An abbreviated curriculum vitae in respect of each director offering him/herself for re-election is contained on pages 184 to 187 of this annual report.
|
| 3. |
REMUNERATION OF NON-EXECUTIVE DIRECTORS
Share holders are requested to ratify the fees paid to non-executive directors during the past financial year. Full particulars of all fees and remuneration for the past financial year are contained on pages 105 to 106 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 1and there as on there for 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. |
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 issueshares for cash has also been granted to the directors. The authorities will be subject to the Companies Act and the JSE Listings Requirements.
In terms of the JSE Listings Requirements ordinary resolution number 2 requires the approval of 75% of the shareholders present or represented by proxy at the annual general meeting, in order to become effective.
|
