Atterbury.co.za

NOTICE OF ANNUAL
GENERAL MEETING
NOTICE CONVENING THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF ATTACQ
LIMITED (REGISTRATION NO: 1997/000543/06) (“the Company“), TO BE HELD AT THE ATTERBURY
THEATRE, LYNNWOOD BRIDGE OFFICE PARK, 4 DAVENTRY ROAD, LYNNWOOD MANOR,
PRETORIA ON FRIDAY, 24 JANUARY 2014, AT 9H00
KINDLY NOTE THE MODIFICATIONS TO PROPOSED ORDINARY RESOLUTION NO. 3, PROPOSED
ORDINARY RESOLUTION NO. 12 AND THE RETRACTION OF SPECIAL RESOLUTION NO. 4 WHICH
SHALL BE TABLED BY THE CHAIRPERSON FOR ADOPTION AT THE ANNUAL GENERAL MEETING.
THE CHAIRPERSON SHALL DISCUSS THE REASONS FOR THE PROPOSED MODIFICATIONS AND
RETRACTION BEFORE TABLING SAME AT THE ANNUAL GENERAL MEETING.
GENERAL INSTRUCTIONS AND INFORMATION
Notice is hereby given to the shareholders of the Company (“the Shareholders“) of the annual general meeting of the Company(“the AGM“) for the purpose of conducting the following items of business (a) to deal with such business as may lawfully be dealtwith at the AGM; (b) the presentation of the directors’ report, the annual financial statements, the Audit and Risk Committee reportand the Social and Ethics Committee report of the Company for the year ended 30 June 2013 (contained in the Integrated AnnualReport of the Company for the same period, of which report this notice forms a part (“the Integrated Annual Report“)); and (c)consider and, if deemed fit, pass, with or without modification, the ordinary and special resolutions set out hereunder in the mannerrequired by the Companies Act, 71 of 2008 (as amended) (“the Companies Act“), as read with the Listings Requirements (“theListings Requirements“) of the JSE Limited (“the JSE“), on which exchange the Company’s securities are listed.
Kindly note that in terms of section 63(1) of the Companies Act, meeting participants (including proxies) will be required to providereasonably satisfactory identification before being entitled to participate in or vote at the AGM. Forms of identification that will beaccepted include original and valid identity documents, driver’s licences and passports.
Please note that if you are the owner of dematerialised shares (i.e. have replaced the paper share certificates representing theshares with electronic records of ownership under the JSE electronic settlement system held through a Central SecuritiesDepository Participant (“CSDP“) or broker (or their nominee)) and are not registered as an “own name“ dematerialisedshareholder, then you are not a registered shareholder of the Company. Accordingly, in these circumstances, subject to themandate between yourself and your CSDP or broker, as the case may be: if you wish to attend the AGM, you must contact your CSDP or broker, as the case may be, and obtain the relevant letter ofrepresentation from it; alternatively if you are unable to attend the AGM, but wish to be represented at the meeting, you must contact your CSDP or broker, asthe case may be, and furnish it with your voting instructions in respect of the AGM and/or request it to appoint a proxy. Theinstructions must be provided in accordance with the mandate between yourself and your CSDP or broker, as the case maybe, within the time period required by your CSDP or broker, as the case may be. CSDPs, brokers or their nominees, as thecase may be, recorded in the Company’s sub-register as holders of dematerialised shares held on behalf of an investor /beneficial owner should, when authorised in terms of their mandate or instructed to do so by the person on behalf of whomthey hold dematerialised shares, vote by either appointing a duly authorised representative to attend and vote at the AGM orby completing the attached form of proxy in accordance with the instructions thereon and returning it to the transfersecretaries, Computershare Investor Services Proprietary Limited, as contemplated below.
RECORD DATES, PROXIES AND VOTING
Please note the following important dates with regard to the AGM: Record date for the purposes of receiving this notice Distribution of the Integrated Annual Report Last date to trade in order to be eligible to participate in and vote at the AGM Last day to lodge proxy forms for the AGM (by 9h00) Any Shareholder entitled to vote at the AGM is entitled to appoint a proxy, who need not also be a Shareholder of the Company,to attend, participate in and vote at the AGM in the place of that Shareholder by completing the proxy form. The proxy form(attached to this notice as Annexure A), duly completed and signed, must be received by the transfer secretaries, ComputershareInvestor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown,2107) by 9h00, on Thursday, 23 January 2014.
Every resolution and other substantive decision at the AGM put to a vote shall be decided on a poll, rather than being determinedon a show of hands. On a poll, every Shareholder entitled to vote and present at the AGM (whether in person or represented byproxy) shall have the number of votes determined in accordance with the voting rights associated with the securities in question.
Notwithstanding the aforesaid, the Chairperson of the AGM may at any time during the AGM provide that any resolution mayproceed to be decided by way of a show of hands. If voting is by a show of hands, any Shareholder who is present at the AGM(whether as a Shareholder or as a proxy for the Shareholder), and entitled to exercise voting rights, has one vote, irrespective ofthe number of voting rights that person would otherwise be entitled to exercise.
The quorum requirement for the proposed ordinary and special resolutions set out below is sufficient persons being present toexercise, in aggregate, at least 35% (thirty five percent) of all voting rights that are entitled to be exercised on the resolutions,provided that at least 10 (ten) Shareholders are present at the AGM. The percentage of voting rights required to pass the ordinaryresolutions is more than 50% (fifty percent) of the voting rights exercised, and the percentage of voting rights required to pass thespecial resolutions is at least 75% (seventy five percent) of the voting rights exercised thereon.
ELECTRONIC PARTICIPATION
The Company intends to offer Shareholders reasonable access to attend the AGM through electronic conference call facilities, inaccordance with the provisions of the Companies Act. Shareholders wishing to participate electronically in the AGM are requiredto deliver written notice to the Company at The Parkdev Building, 2nd Floor, Brooklyn Bridge, 570 Fehrsen Street, Brooklyn, 0181,or e-mailed to [email protected] (marked for the attention of the Company Secretary) by no later than 9h00 onWednesday, 15 January 2014 that they wish to participate in the AGM via electronic communication (“the Electronic Notice“). Inorder for the Electronic Notice to be valid it must contain: (a) if the Shareholder is an individual, a certified copy of his/her identitydocument and/or passport; (b) if the Shareholder is not an individual, a certified copy of a resolution by the relevant entity and acertified copy of the identity documents and/or passports of the persons who passed the relevant resolution, which resolution mustset out who from the relevant entity is authorised to represent the relevant entity at the AGM via electronic communication; and/or(c) a valid e-mail address and/or facsimile number (“the Contact Address / Number“). Voting on shares will not be possible viaelectronic communication and accordingly Shareholders participating electronically and wishing to vote their shares at the meetingwill need to be represented at the meeting, either in person, by proxy or by letter of representation. The Company shall use itsreasonable endeavours on or before 10h00 on Friday, 17 January 2014 to notify each Shareholder, who has delivered a validElectronic Notice, at its Contact Address / Number, of the relevant details through which the Shareholder can participate in theAGM via electronic communication.
AGENDA FOR THE ANNUAL GENERAL MEETING OF THE COMPANY
Welcome by the Chairperson and confirmation of the quorum of the Shareholders.
Proposing the following resolutions for adoption by the Shareholders and should the Shareholders deem it fit, adopting suchresolutions, with or without modification: 2.1. PROPOSED ORDINARY RESOLUTION NO. 1: Approval of Company Annual Financial Statements RESOLVED THAT the annual financial statements of the Company for the year ended 30 June 2013, including thedirector’s report, the Audit and Risk Committee report and the Transformation, Social and Ethics Committee report, beand are hereby approved.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 1 is to approve the annual financial statements of theCompany for the year ended 30 June 2013 in accordance with the requirements of the Companies Act, read with theCompanies Regulations, 2011. 2.2. PROPOSED ORDINARY RESOLUTION NO. 2: Approval of Consolidated Annual Financial Statements RESOLVED THAT the consolidated annual financial statements of the Company and its Group for the year ended 30June 2013, including the director’s report, the Audit and Risk Committee report and the Transformation, Social and EthicsCommittee report, be and are hereby approved.
The reason for and effect of Proposed Ordinary Resolution No. 2 is to approve the consolidated annual financialstatements of the Company and its Group for the year ended 30 June 2013 in accordance with the requirements of theCompanies Act, read with the Companies Regulations, 2011. 2.3. PROPOSED SPECIAL RESOLUTION NO. 1: Authorisation to provide financial assistance in terms of section 45 of the RESOLVED THAT the board of directors of the Company (“the Board“) may, in accordance with the provisions of section45(3)(a)(ii) and 45(3)(b) of the Companies Act, and subject to the requirements of the Companies Act and the Company’smemorandum of incorporation (“MOI“), if any, authorise the Company to provide direct or indirect financial assistance(“Section 45 Financial Assistance“), by way of loans, loan facilities, advances for expenses, assisting with administrationof transactions, making payments, extending credit, discharging debts, performing obligations, contractual undertakings,sureties or guarantees, providing related security (including, without limitation, by way of mortgages or pledges ofproperty, cessions of rights, bonds, charges or otherwise) or any other manner of providing financial assistance, on suchterms as may be authorised by the Board in accordance with the following: Section 45 Financial Assistance can be provided to current and future subsidiaries of the Company and tocurrent and future associated companies of the Company (where an associate means any entity in which theCompany owns between 20% (twenty percent) and 50% (fifty percent) of the equity; Section 45 Financial Assistance can be provided to individuals pursuant to a share incentive scheme of theCompany; Section 45 Financial Assistance can be provided in respect of the facilitation of the acquisition of equity in theCompany by BEE companies or Black Persons as contemplated in the Broad Based Black EconomicEmpowerment Act, 53 of 2003, read with the Codes of Good Practice thereto; and Section 45 Financial Assistance may be provided at any time during a period commencing on the date ofadoption of this resolution and ending 2 (two) years from such date; provided that any related corporate actionmust be duly authorised in compliance with the Listings Requirements and the Companies Act.
Motivation / Explanation:The reason for and the effect of Proposed Special Resolution No. 1 is to authorise, by way of a general authorisation,the Company to provide financial assistance to the above category of persons and/or entities, in accordance with theprovisions of section 45 of the Companies Act. The Board requires the flexibility to enter into transactions for the benefit of the Company and the Shareholders as ageneral body, which transactions may entail elements of financial assistance. The exercise of the powers to be grantedto the Board, as contemplated in this special resolution, shall always be subject to compliance with the other requirementsof the Companies Act, such as applying the solvency and liquidity test, and the provisions of the Listings Requirements. Notwithstanding the title of section 45 of the Companies Act, being “Loans or other financial assistance to directors“, ona proper interpretation, the body of the section may also apply to financial assistance provided by a company to relatedor inter-related companies and corporations. Section 45 of the Companies Act provides, inter alia, that the particular financial assistance must be provided onlypursuant to a special resolution of the Shareholders, adopted within the previous 2 (two) years, which approved suchassistance either for the specific recipient, or generally for a category of potential recipients, and the specific recipientfalls within that category and the Board must be satisfied that: immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test, asdefined in section 4 of the Companies Act; and the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company. 2.4. PROPOSED SPECIAL RESOLUTION NO. 2: Authorisation to provide financial assistance for the subscription of shares in terms of section 44 of the Companies Act RESOLVED THAT in terms of and subject to the provisions of section 44 of the Companies Act, the Board may, subjectto compliance with the requirements of the Company’s MOI, if any, and the Companies Act, authorise the Company toprovide financial assistance (“Section 44 Financial Assistance“) by way of loans, loan facilities, advances for expenses,assisting with administration of transactions, making payments, extending credit, discharging debts, performingobligations, contractual undertakings, sureties or guarantees, providing related security (including, without limitation, byway of mortgages or pledges of property, cessions of rights, bonds, charges or otherwise) or any other manner ofproviding financial assistance, on such terms as may be authorised by the Board in accordance with the following: 2.4.1. Section 44 Financial Assistance can, without limitation, be provided for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related orinter-related company or for the purchase of any securities of the Company or a related or inter-related companyas contemplated in section 44 of the Companies Act; 2.4.2. Section 44 Financial Assistance in relation to the acquisition of securities or related securities contemplated in section 44(2) of the Companies Act can be provided to the following categories of potential recipients: any present or future company or corporation related or inter-related to the Company; any present or future director or prescribed officer or any employee in terms of an employee incentivescheme of the Company or in terms of a BEE transaction; and 2.4.3. Section 44 Financial Assistance may be provided at any time during a period commencing on the date of adoption of this resolution and ending 2 (two) years from such date; provided that any related corporate action must be dulyauthorised in compliance with the Listings Requirements and the Companies Act.
Motivation / Explanation:The reason for and the effect of Proposed Special Resolution No. 2 is to provide authority for the Company to providefinancial assistance in certain circumstances to any person, as defined in clause 2.4.2 of Proposed Special ResolutionNo. 2, for the subscription or purchase of any options or securities in the Company. The Board requires the flexibility to enter into transactions for the benefit of the Company and the Shareholders as ageneral body, which transactions may entail elements of financial assistance. The exercise of the powers to be grantedto the Board, as contemplated in this special resolution, shall always be subject to compliance with the other requirementsof the Companies Act, such as applying the solvency and liquidity test, and the provisions of the Listings Requirements. Section 44 of the Companies Act provides, inter alia, that the particular financial assistance must be provided onlypursuant to a special resolution of the Shareholders, adopted within the previous 2 (two) years, which approved suchassistance either for the specific recipient, or generally for a category of potential recipients, and the specific recipientfalls within that category and the Board must be satisfied that: (a) immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test, as defined in section 4 of the Companies Act; and (b) the terms under which the financial assistance is proposed to be given are fair and reasonable to the company. 2.5. PROPOSED SPECIAL RESOLUTION NO. 3: General authority to repurchase securities RESOLVED THAT in terms of section 5.67(B)(b), read with section 5.72 of the Listings Requirements, the Companyand/or any of its subsidiaries be and are hereby authorised, as a general authorisation, to repurchase the Company’ssecurities upon such terms and conditions and in such amounts as the directors of the Company may from time to timedetermine, subject to compliance with the requirements of the Company’s MOI, if any, the Companies Act and the ListingsRequirements, and provided that: the repurchase of securities may only be effected through the order book operated by the JSE trading system anddone without any prior understanding or arrangement between the Company and the counterparty (reported tradesare prohibited), or through any other manner approved by the JSE; the Company (or any subsidiary) is authorised to do so in terms of its MOI; this general authority shall only be valid until the Company’s next annual general meeting, provided that it shall notextend beyond 15 (fifteen) months from the date of the passing of this special resolution; at any point in time, the Company (or any subsidiary) may only appoint one agent to effect any repurchase(s) on theCompany’s behalf; in any one financial year the general authority to repurchase will be limited to a maximum of 15% (fifteen percent)(or 10% (ten percent) where the repurchases are effect by a subsidiary) of the Company’s issued share capital ofthat class at the time authority is granted in that financial year; repurchases may not be made at a price greater than 10% (ten percent) above the weighted average of the marketvalue for the securities for the 5 (five) business days immediately preceding the date on which the repurchasetransaction is effected; repurchases may not be made during a prohibited period, as defined in paragraph 3.67 of the Listings Requirements,unless a repurchase programme (where the dates and quantities of securities to be repurchased during the prohibited period are fixed) is in place and full details thereof have been disclosed in an announcement on SENSprior to commencement of the prohibited period; an announcement in terms of paragraph 11.27 of the Listings Requirements will be published as soon as theCompany or any of its subsidiaries have cumulatively repurchased more than 3% (three percent) of the initial numberof the relevant class of securities, and for each 3% (three percent) in aggregate of the initial number of that classacquired thereafter; the board of directors of the Company must resolve that the repurchase is authorised, the Company and itssubsidiaries have passed the solvency and liquidity test, as set out in section 4 of the Companies Act, and since thattest was performed, there have been no material changes to the financial position of the Group; and the Company’s sponsor will confirm the adequacy of the Company’s working capital for the purpose of undertakingthe repurchase, in writing, prior to the repurchase of any securities.
Motivation / Explanation:The Company’s MOI contains a provision allowing the Company to repurchase securities issued by the Company, subjectto compliance with the Companies Act and the Listings Requirements. The reason for and effect of Proposed SpecialResolution No. 3 is to grant the Company the general authority to repurchase its securities, in accordance with theprovisions of the Listings Requirements. The Board requires the flexibility to enter into transactions for the benefit of the Company and the Shareholders as ageneral body, which transactions may entail elements of repurchases. The exercise of the powers to be granted to theBoard, as contemplated in this special resolution, shall always be subject to compliance with the other requirements ofthe Companies Act, such as applying the solvency and liquidity test, and the provisions of the Listings Requirements. Disclosures in terms of the Listings Requirements The Integrated Annual Report provides details of, inter alia, the:• directors and management of the Company on page 15–19; major shareholders of the Company on page 61; directors’ interests in securities on page 62; and share capital of the Company on page 128.
LitigationThere are no legal or arbitration proceedings, including any proceedings that are pending or threatened of which theCompany is aware, that may have or have had in the recent past, being at least the previous 12 (twelve) months, amaterial effect on the Company’s financial position.
Material changesOther than any facts and developments reported on in the Integrated Annual Report, there have been no materialchanges in the affairs or financial position of the Company and its Group since the date of signature of the audit reportand the date of this notice.
Responsibility statementThe directors, whose names are given on page 15–18 of the Integrated Annual Report, collectively and individually,accept full responsibility for the accuracy of the information given in this notice and certify that to the best of theirknowledge 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 Integrated Annual Report andthis notice provide all information required by law and the Listings Requirements.
2.6. PROPOSED SPECIAL RESOLUTION NO. 4: Issue of shares by the Company to executive directors, senior and executive employees, prescribed officers and other employees or future executive directors, future senior and executiveemployees, future prescribed officers and other future employees KINDLY NOTE THAT THE RETRACTION OF PROPOSED SPECIAL RESOLUTION NO. 4 SHALL
BE PROPOSED BY THE CHAIRPERSON AT THE ANNUAL GENERAL MEETING. THIS
PROPOSED RESOLUTION WILL BE VOTED ON AT LATER STAGE WHEN MORE
COMPREHENSIVE INFORMATION WILL BE FURNISHED TO INVESTORS.
2.7. PROPOSED SPECIAL RESOLUTION NO. 5: Approval of Non-Executive Directors’ fees RESOLVED THAT the following non-executive directors’ fees be and are hereby approved for a period of two years fromthe passing of this resolution or until its renewal, whichever is the earliest: Audit and Risk Committee – Chairperson (per annum) Audit and Risk Committee Member (per annum) Transformation, Social and Ethics Committee Chairperson (per annum) Transformation, Social and Ethics Committee Member (per annum) Remuneration and Nomination Committee Chairperson (per annum) Remuneration and Nomination Committee Member (per annum) Investment Committee Chairperson (per annum) Motivation / Explanation:The reason for and effect of Proposed Special Resolution No. 5 is to authorise the Company to pay the aboveremuneration and fees to the non-executive directors, as required in terms of sections 66(8) and (9) of the CompaniesAct. 2.8. PROPOSED ORDINARY RESOLUTION NO. 3: General authority to issue equity securities for cash KINDLY NOTE THAT THE CHAIRPERSON OF THE ANNUAL GENERAL MEETING SHALL
PROPOSE THE FOLLOWING MODIFICATIONS TO PROPOSED ORDINARY RESOLUTION NO. 3
FOR ADOPTION AT THE ANNUAL GENERAL MEETING:
BY REDUCING THE AUTHORITY FOR THE ALLOTMENT AND ISSUE OF 85 221 459
AUTHORISED UNISSUED SECURITIES OF THE COMPANY FOR CASH TO 29 020 813 OF
THE SAID CLASS OF SHARES, WHICH EQUATES TO 5% OF THE CURRENT ISSUED
SECURITIES OF THE COMPANY; AND
BY REDUCING THE MAXIMUM DISCOUNT PERMITTED FROM 10% TO 5% OF THE 30 DAY
WEIGHTED AVERAGE TRADED PRICE;
AS DETAILED BELOW:
RESOLVED THAT the Board is hereby authorised, as a general authorisation, to allot and issue 29 020 813 (Twentynine million, twenty thousand eight hundred and thirteen) authorised unissued securities of the Company for cash asthey in their discretion deem fit, subject to compliance with the requirements of the Company’s MOI, if any, theCompanies Act and the Listings Requirements and the following limitations, namely that: the general authority shall only be valid until the Company’s next annual general meeting or for 15 (fifteen) monthsfrom the date of the passing of this ordinary resolution, whichever period is shorter; the securities, which are the subject of the issue for cash must be of a class already in issue, or where this is not thecase, must be limited to such equity securities or rights that are convertible into a class already in issue; an announcement giving full details, including the number of securities issued, the average discount to the weightedaverage traded price of the securities over the 30 (thirty) business days prior to the date that the price of the issuewas agreed, in writing, between the Company and the party(ies) subscribing for the securities and the expectedeffects of the issue on the net asset value per security, net tangible asset value, earnings and headline earnings persecurity will be published after any issue representing, on a cumulative basis within the period for which the abovegeneral authorisation is valid (as contemplated above), 5% (five percent) of the number of securities in issue priorto that issue; the total aggregate number of securities which may be issued for cash in terms of this authority may not exceed29 020 813 (Twenty nine million, twenty thousand eight hundred and thirteen) securities, being 5% (five percent) ofthe Company’s issued securities as at the date of notice of this AGM. Accordingly, any securities issued under thisauthority prior to this authority lapsing shall be deducted from the 29 020 813 (Twenty nine million, twenty thousandeight hundred and thirteen) securities the Company is authorised to issue in terms of this authority for the purposeof determining the remaining number of securities that may be issued in terms of this authority; in the event of a sub-division or consolidation of securities prior to this authority lapsing, the existing authority shallbe adjusted accordingly to represent the same allocation ratio; in determining the price at which an issue of securities may be made in terms of this general authority, the maximumdiscount permitted will be 5% (five percent) of the weighted average traded price on the JSE of those securitiesmeasured over the 30 (thirty) business days prior to the date that the price of the issue is agreed to between theCompany and the party(ies) subscribing for the securities; and any issue will only be made to “public shareholders“, as defined by the Listings Requirements and not to relatedparties.
Although this is an ordinary resolution, the minimum percentage of voting rights that is required for this resolution to beadopted is 75% (seventy five percent) of the voting rights to be cast on the resolution.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 3 is to grant the Company the general authority to issueequity securities for cash, in accordance with the provisions of the Listings Requirements. The Board requires the flexibility to enter into transactions for the benefit of the Company and the Shareholders as ageneral body, which transactions may entail elements of allotments and issues of shares in the capital of the Companyfor cash. The exercise of the powers to be granted to the Board, as contemplated in this ordinary resolution, shall alwaysbe subject to compliance with the other requirements of the Companies Act and the provisions of the ListingsRequirements. 2.9. PROPOSED ORDINARY RESOLUTION NO. 4: Re-appointment of Deloitte as the auditors RESOLVED THAT Deloitte be and hereby is re-appointed as the independent registered auditors of the Company (forthe year ending 30 June 2014), with Miss Z. Jasper as the designated partner of Deloitte who will undertake the audit forthe ensuing year.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 4 is to re-appoint Deloitte as the independent registeredauditors of the Company. 2.10.PROPOSED ORDINARY RESOLUTION NO. 5: Re-election of Johannes Hendrik Petrus van der Merwe as a director RESOLVED THAT Johannes Hendrik Petrus van der Merwe (Identity No. 6502265034081), who is required to retire byrotation as a director of the Company at this AGM and who is eligible and available for re-election, is hereby re-electedto serve as a non-executive director of the Company for a period of 3 (three) years, subject to the provisions of theCompanies Act pertaining to the cessation of office of director, with immediate effect.
A brief curriculum vitae in respect of Johannes Hendrik Petrus van der Merwe is set out on page 17 of the IntegratedAnnual Report.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 5 is to re-elect Johannes Hendrik Petrus van der Merweas a director of the Company, his retirement being in accordance with the requirements of the Company’s MOI.
2.11.PROPOSED ORDINARY RESOLUTION NO. 6: Re-election of Pieter Hendrik Faure as a director RESOLVED THAT Pieter Hendrik Faure (Identity No. 7410165050083), who is required to retire by rotation as a directorof the Company at this AGM and who is eligible and available for re-election, is hereby re-elected to serve as a non-executive director of the Company for a period of 3 (three) years, subject to the provisions of the Companies Actpertaining to the cessation of office of director, with immediate effect.
A brief curriculum vitae in respect of Pieter Hendrik Faure is set out on page 17 of the Integrated Annual Report.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 6 is to re-elect Pieter Hendrik Faure as a director of theCompany, his retirement being in accordance with the requirements of the Company’s MOI. 2.12.PROPOSED ORDINARY RESOLUTION NO. 7: Re-election of Pierre Tredoux as a director RESOLVED THAT Pierre Tredoux (Identity No. 5612305072089), who is required to retire by rotation as a director of theCompany at this AGM and who is eligible and available for re-election, is hereby re-elected to serve as an independentnon-executive director of the Company for a period of 3 (three) years, subject to the provisions of the Companies Actpertaining to the cessation of office of director, with immediate effect.
A brief curriculum vitae in respect of Pierre Tredoux is set out on page 15 of the Integrated Annual Report.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 7 is to re-elect Pierre Tredoux as a director of theCompany, his retirement being in accordance with the requirements of the Company’s MOI. 2.13.PROPOSED ORDINARY RESOLUTION NO. 8: Re-election of Stewart Shaw-Taylor as Chairperson and member of the RESOLVED THAT Stewart Shaw-Taylor, being an independent non-executive director of the Company, who is eligibleand available for re-election, is hereby re-elected as Chairperson and member of the Company’s Audit and RiskCommittee with immediate effect and until the next annual general meeting of the Company, in accordance with section94(2) of the Companies Act.
A brief curriculum vitae of Stewart Shaw-Taylor is set out on page 16 of the Integrated Annual Report.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 8 is to re-elect Stewart Shaw-Taylor as the Chairpersonand member of the Audit and Risk Committee of the Company. 2.14.PROPOSED ORDINARY RESOLUTION NO. 9: Re-election of Lucas Malamule Ndala as a member of the Audit and RESOLVED THAT Lucas Malamule Ndala, being a non-independent non-executive director of the Company, who iseligible and available for re-election, is hereby re-elected as a member of the Company’s Audit and Risk Committee withimmediate effect and until the next annual general meeting of the Company, in accordance with section 94(2) of theCompanies Act.
A brief curriculum vitae of Lucas Malamule Ndala is set out on page 17 of the Integrated Annual Report.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 9 is to re-elect Lucas Malamule Ndala as a member ofthe Audit and Risk Committee of the Company. 2.15.PROPOSED ORDINARY RESOLUTION NO. 10: Re-election of Lebokgane Winstone Masekela as a member of the RESOLVED THAT Lebokgane Winstone Masekela, being an independent non-executive director of the Company, whois eligible and available for re-election, is hereby re-elected as a member of the Company’s Audit and Risk Committeewith immediate effect and until the next annual general meeting of the Company, in accordance with section 94(2) of theCompanies Act.
A brief curriculum vitae of Lebokgane Winstone Masekela is set out on page 16 of the Integrated Annual Report.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 10 is to re-elect Lebokgane Winstone Masekela as amember of the Audit and Risk Committee of the Company. 2.16.PROPOSED ORDINARY RESOLUTION NO. 11: Re-election of Hellen El Haimer as a member of the Audit and Risk RESOLVED THAT Hellen El Haimer, being an independent non-executive director of the Company, who is eligible andavailable for re-election, is hereby re-elected as a member of the Company’s Audit and Risk Committee with immediateeffect and until the next annual general meeting of the Company, in accordance with section 94(2) of the CompaniesAct.
A brief curriculum vitae of Hellen El Haimer is set out on page 15 of the Integrated Annual Report.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 11 is to re-elect Hellen El Haimer as a member of theAudit and Risk Committee of the Company. 2.17PROPOSED ORDINARY RESOLUTION NO. 12: Control over unissued shares PLEASE NOTE THAT THIS PROPOSED ORDINARY RESOLUTION NO. 12 HAS BEEN AMENDED
ON 20 JANUARY 2014 AS FOLLOWS:
BY REDUCING THE NUMBER OF SECURITIES WHICH MAY BE ALLOTED, ISSUED OR
DISPOSED OF UNDER CONTROL OF THE BOARD FROM 15% TO 10%; AND
AN ADDITIONAL AMENDMENT RELATES TO THE REDUCTION OF GENERAL AUTHORITY
TO THE BOARD TO PERMIT A MAXIMUM DISCOUNT OF 5% INSTEAD OF THE
PREVIOUSLY PROPOSED DISCOUNT OF 5%
AS DETAILED BELOW:
RESOLVED THAT subject to the provisions of the Companies Act, the Listings Requirements and the MOI (if any), theauthorised but unissued securities of the Company be and are hereby placed under the control of the Board, and theBoard is authorised, as it in its discretion thinks fit, to allot, issue, grant options or any other rights exercisable for,authorised but unissued shares in the Company from time to time (including, without limitation, in terms of any transactionfalling within clause 8.2.2. of the MOI and/or section 41(1) of the Companies Act) on such terms as may be determinedby the Board in its discretion, for such monetary or other consideration (whether payable in cash or otherwise) and tosuch person or persons as they in their discretion deem fit, provided that: the number of securities which may be allotted, issued or disposed of under this authority does not in aggregateexceed 10% (ten percent) of the Company’s issued share capital as at the date of passing of this resolution;and such allotment, issue or disposal is subject to a maximum discount of 5% (five percent) of the weighted averagetraded price on the JSE of those securities over the then agreed number of business days, (which number shallnot exceed 30 business days) prior to the date of allotment, issue or disposal or the date that the price of theissue is agreed between the parties as the case may be.
Motivation / Explanation:The reason for and effect of Proposed Ordinary Resolution No. 12 is to authorise the Board to issue, or grant rightsexercisable for, the unissued authorised shares of the Company. Any issue would be subject to the other requirementsof the Companies Act and the Listings Requirements. Such authority shall endure until the next annual general meetingof the Company (at which time this authority shall lapse, unless it is renewed at the aforementioned annual generalmeeting), provided that it shall not extend beyond 15 (fifteen) months from the date on which this resolution is adopted. The Board requires the flexibility to enter into transactions for the benefit of the Company and the Shareholders as ageneral body, which transactions may entail elements of allotments and issues of shares in the capital of the Company.
The exercise of the powers to be granted to the Board, as contemplated in this resolution, shall always be subject tocompliance with the other requirements of the Companies Act and the provisions of the Listings Requirements. General matters: including any matters required to be raised by Shareholders.
By order of the Board9 December 2013

Source: http://www.atterbury.co.za/Cms_Data/Contents/AtteburyDB/Folders/aih-share-trading/shareholder-notices/~contents/86E2RDKQHCXMVMKB/final-notice-of-shareholder-meeting-240114.pdf