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INTEGRATED REPORT 2017
Ordinary Resolution 3.3
“
RESOLVED
that, subject to the passing of Ordinary Resolution Number 1.2, Ms HG Motau, is elected as a member of the Audit
and Risk Committee”
For the above resolutions to be passed, votes in favour must represent at least 50% +1 of all votes cast and/or exercised at
the meeting.
ORDINARY RESOLUTION NUMBER 4
Re-appointment of independent auditor and designated audit partner
The Group Audit and Risk Committee has assessed PricewaterhouseCoopers Incorporated’s performance, independence and
suitability and has nominated them for reappointment as independent auditor of the Group, to hold office until the next Annual
General Meeting.
“
RESOLVED
that PricewaterhouseCoopers Incorporated, with the designated audit partner being Mr V Muguto, be and is hereby
re-appointed as the independent auditor of the Group for the ensuing year.”
For this resolution to be passed, votes in favour must represent at least 50% +1 of all votes cast and/or exercised at the meeting.
ORDINARY RESOLUTION NUMBER 5
General authority to issue shares for cash
“
RESOLVED
that the authorised but unissued shares in the capital of the Company be and are hereby placed under the control
and authority of the directors, and that they be and are hereby authorised to allot, issue and otherwise dispose of such shares to
such person or persons on such terms and conditions and at such times as they may from time to time and at their discretion deem
fit, subject to the provisions of the Act, clause 4 of the MOI of the Company and the Listings Requirements, provided that:
1. the general authority shall be valid until the Company’s next Annual General Meeting, provided that it shall not extend beyond
15th months from the date of the passing of this ordinary resolution (whichever period is shorter);
2. the allotment and issue of the shares must be made to public shareholders as defined in the Listings Requirements and not to
related parties;
3. the shares which are the subject of the issue for cash must be of a class already in issue, or, where this is not the case, must
be limited to such shares or rights that are convertible into a class already in issue;
4. the number of shares issued for cash in aggregate under this authority shall not exceed 82 628 808 shares, being 15% (fifteen
per cent) of the Company’s listed equity securities as at the date of this notice of Annual General Meeting, excluding treasury
shares;
5. any shares issued under this authority during the period contemplated in paragraph 1 above, must be deducted from the
number in paragraph 4 above;
6. in the event of a sub-division or consolidation of issued shares during the period contemplated in paragraph 1 above, the
existing authority must be adjusted accordingly to represent the same allocation ratio;
7. the maximum discount at which ordinary shares may be issued is 10% (ten percent) of the weighted average traded price of
those shares measured over the 30 (thirty) business days prior to the date that the price of the issue is agreed between the
Company and the party subscribing for the securities. The JSE must be consulted for a ruling if the Company’s securities have
not traded in such 30-business day period; and
8. after the Company has issued shares for cash which represent, on a cumulative basis within a financial year, 5% (five per cent)
or more of the number of shares in issue prior to that issue, the Company shall publish an announcement containing details
of inter alia the number of shares issued, the average discount to the weighted average traded price of the shares over the
30 (thirty) business days prior to the date that the price of the issue was agreed in writing between the issuer and the party
subscribing for the shares and in respect of options and convertible securities, the effects of the issue on the statement of
financial position, net asset value per share, net tangible asset value per share, the statement of profit or loss and other
comprehensive income, earnings per share and headline earnings per share and, if applicable, diluted earnings and headline
earnings per share, or in respect of an issue of shares, an explanation, including supporting documents (if any), of the intended
use of the funds shall be published when the Company has issued securities, or any other announcements that may be
required in such regard in terms of the Listings Requirements which may be applicable from time to time.”