(a) R135,000 per annum for each director, other than for the
incumbents of the offices of chairman, deputy chairman and a director qualifying for
remuneration under (d) below.
(b) US$150,000 per annum for the office of the chairman.
(c) R360,000 per annum for the office of the deputy chairman.
(d) Incumbents holding the office of director and who are non-residents of South Africa will receive US$25,000 per annum.
(e) An additional travel allowance of US$5,000 per meeting for each
director, including the chairman and deputy chairman travelling internationally to attend board meetings.
The remuneration payable in terms (a), (b), (c), and (d) shall be in
proportion to the period during which the offices of director, chairman or deputy chairman, as the case may be, have been heldduring the year.”
The reason for proposing the ordinary resolution is to ensure that
directors’ remuneration, which has not been changed since 2004,
remains competitive. It is proposed that the annual remuneration
payable to directors (R110,000), the chairman (US$130,000) and the
deputy chairman (R300,000), be increased to R135,000,
US$150,000 and R360,000 respectively. A director resident outside
South Africa would receive US$25,000 per annum instead of
US$16,000. On the basis of the present number of non-executive
directors, the aggregate annual remuneration would increase from
R1,180,000 and US$178,000 to R1,440,000 and US$225,000
respectively. In addition, it is proposed that the current travel
allowance of US$4,000 per meeting, payable to directors, including
the chairman and deputy chairman, who travel internationally to
attend board meetings, be increased to US$5,000 per meeting. The
increase of this allowance represents additional remuneration of
some US$12,000.
Fees payable in respect of the position of president have been
excluded.
Executive directors do not receive payments of directors’ fees.
The company will disregard any votes cast by:
the chairman, deputy chairman, non-executive directors and
executive directors; or
an associate of that person or group of persons stated above.
However, the company will not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to
vote in accordance with the directions on the form of proxy; or
it is cast by the person chairing the meeting as a proxy of a
person who is entitled to vote in accordance with a direction on
the form of proxy to vote as the proxy decides.
12. Special resolution number 1
Acquisition of company’s own shares
“Resolved that the acquisition in terms of Section 85 of the
Companies Act No. 61 of 1973, as amended, (the Act) and the JSE
Listings Requirements, from time to time, by the company of
ordinary shares issued by the company, and the acquisition in terms
of Section 89 of the Act and the JSE Listings Requirements by the
company and any of its subsidiaries, from time to time, of ordinary
shares issued by the company, is hereby approved as a general
approval, provided that:
any such acquisition of shares shall be implemented 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; and/or on the open market of
any other stock exchange on which the shares are listed or may
be listed and on which the company may, subject to the
approval of the JSE and any other stock exchange as
necessary, wish to effect such acquisition of shares;
this approval shall be valid only until the next annual general
meeting of the company, or for 15 months from the date of this
resolution, whichever period is shorter;
an announcement containing details of such acquisitions will be
published as soon as the company, or the subsidiaries
collectively, shall have acquired ordinary shares issued by the
company constituting, on a cumulative basis, not less than 3%
of the number of ordinary shares in the company in issue as at
the date of this approval; and an announcement containing
details of such acquisitions will be published in respect of each
subsequent acquisition by either the company, or by the
subsidiaries collectively, as the case may be, of ordinary shares
issued by the company, constituting, on a cumulative basis, not
less than 3% of the number of ordinary shares in the company
in issue as at the date of this approval;
Notice of annual general meeting cont.
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