| |
| Notice is hereby given that the fifth annual general meeting of
members of Kumba Resources Limited will be held at the corporate
office, Roger Dyason Road, Pretoria West, South Africa, at 14:00
on Wednesday, 12 April 2006, to consider, and if deemed fit, to
pass the following resolutions with or without modifications: |
| |
1.
|
ORDINARY
RESOLUTION NUMBER 1
Approval of financial statements
To receive and adopt the annual financial statements of the
group for the period ended 31 December 2005, including the
directors’ report and the report of the auditors thereon. |
| |
|
2.
|
ORDINARY RESOLUTION
NUMBER 2
Reappointment of independent auditors
To ratify the reappointment of Deloitte & Touche as auditors
of the company for the ensuing year. |
| |
|
3.
|
ORDINARY RESOLUTION
NUMBER 3
Auditors’ fees
To authorise the directors to determine the auditors’
remuneration for the period ended 31 December 2005. |
| |
|
4.
|
ORDINARY RESOLUTION
NUMBER 4
Re-election of directors
To re-elect the following directors who retire by rotation
in terms of clause 16.1 of the articles of association of
the company, and who are eligible for re-election: |
| |
| |
|
| 4.1 |
BE Davison |
| 4.2 |
SA Nkosi |
| 4.3 |
CML Savage |
| 4.4 |
F Titi |
|
| |
|
| |
Such re-elections are to be voted on individually
unless a resolution is agreed to by the meeting (without
any vote against it) that a single resolution be used.
An abbreviated curriculum vitae in respect of each director
offering themselves for re-election is set out on p196
of the annual report.
As the retirement age for a non-executive director is
70 years of age, becoming effective at the annual general
meeting after the date on which he/she turns 70, it is recorded
that Mr TL de Beer will retire at the forthcoming annual
general meeting. |
| |
|
| 5. |
ORDINARY
RESOLUTION NUMBER 5
Remuneration of non-executive directors
To approve the proposed remuneration for the period 1 January
2006 to 31 December 2006: |
| |
| Chairman: |
R286 225 |
| Director: |
R143 113 |
| Audit committee chairman: |
R91 592 |
| Audit committee member: |
R45 796 |
| Board committee chairman: |
R68 694 |
| Board committee member: |
R34 347 |
|
| |
|
6.
|
ORDINARY RESOLUTION
NUMBER 6
Renewal of the authority that the unissued shares be placed
under the control of the directors “Resolved that subject
to the provisions of the Companies Act, 61 of 1973, as amended,
(the Act), and the Listings Requirements of JSE Limited (JSE),
the directors are hereby authorised to allot and issue at
their discretion until the next annual general meeting of
the company, authorised but unissued shares for such purposes
as they may determine, after setting aside so many shares
as may be required to be allotted and issued by the company
pursuant to the company’s approved employee share incentive
schemes (the schemes).” |
| |
|
7.
|
ORDINARY RESOLUTION
NUMBER 7
General authority to issue shares for cash
“Resolved
that pursuant to the articles of association of the company
and subject to the Act, and the Listings Requirements of the
JSE, the directors are hereby authorised, by way of a general
authority, to allot and issue ordinary shares for cash on
the following basis, after setting aside so many shares as
may be required to be allotted and issued by the company pursuant
to the company’s approved schemes, without restrictions
to any public shareholder, as defined by the Listings Requirements
of the JSE, as and when suitable opportunities arise, subject
to the following conditions: |
| |
| |
|
| 7.1 |
this authority shall not extend beyond fifteen months
from the date of this resolution or the date of the
next annual general meeting, whichever date is earlier;
|
| 7.2 |
a press announcement giving full details, including
the impact on net asset value and earnings per share,
be published at the time of any issue representing,
on a cumulative basis within one year, 5% or more of
the number of shares in issue prior to the issue/s; |
| 7.3 |
the shares be issued to public shareholders as defined
by the JSE and not to related parties; |
| 7.4 |
any issue in the aggregate in any one year shall not
exceed 15% of the number of shares of the company’s
issued ordinary share capital; and |
| 7.5 |
in determining the price at which an issue of shares
be made in terms of this authority, the maximum discount
permitted will be 10% of the weighted average traded
price of the shares over the 30 days prior to the date
that the price of the issue is determined or agreed
to by the directors. In the event that shares have not
traded in the said 30-day period a ruling will be obtained
from the committee of the JSE.” |
|
| |
|
| |
The approval of a 75% majority of the votes
cast by shareholders present or represented by proxy at the
meeting is required for ordinary resolution number 7 to become
effective. |
| |
|
| 8. |
ORDINARY RESOLUTION
NUMBER 8 |
| |
Amendment of the Kumba Resources Management
Share Trust Deed (“the Deed”) |
| |
| 8.1 |
Resolved that the Deed be and is hereby
amended with effect from 3 August 2005 by the addition
to clause 17.1 thereof of a new sub-clause, as follows:
|
| |
| |
“17.1.6 makes a distribution
to its shareholders, including a special dividend,
a distribution in specie or a payment in terms
of section 90 of the Act, (to the extent that
any distribution is not paid out of reserves of
the company, it shall not be regarded as a dividend,
but will be treated as a section 90 distribution)”
|
|
| 8.2 |
Resolved that the Deed be and is hereby amended as
indicated: (proposed amendments have been underlined): |
| |
1.
|
Definitions
– addition of a new clause 1.1.5:
“1.1.5 ‘cash settlement’:
the cash settlement contemplated in 1.1.22”
;
– as a result of the above, existing clauses
1.1.5 up to and including 1.1.37 be re-numbered
as clauses 1.1.6 to 1.1.38;
–
clause 1.1.22 (previously clause 1.1.21) be amended
as indicated: |
| |
|
| |
| “1.1.22‘ |
option’: an option as contemplated
in clause 14 and where applicable, in terms
of clause 12, granted under the scheme of
an offeree, which when exercised in respect
of any shares to which the option relates,
will result in- |
| |
|
| 1.1.22.1 |
an
allotment and issue of those shares to which
such exercise relates from the company to
the participant; and/or |
| |
| |
|
| 1.1.22.2 |
a
sale of those shares to which such exercise
relates from the trust to the participant;
and or |
| |
| |
|
| 1.1.22.3 |
a cash settlement by the company
to the participant of an amount equal to
the difference between the purchase price
and the closing price of an ordinary share
(as shown by the official price list published
by the JSE) on the trading day on the JSE
on which the option is exercised.”
|
| |
|
|
| 14. |
Options |
| |
| "14.3 |
Notwithstanding anything to the contrary
herein contained and in particular therefore
also the date on which an option is exercised,
the obligation of the trustees to make a
cash settlement in respect of any shares
and/or deliver any shares to a participant
arising from the exercise by such participant
of an option, and likewise the obligation
of a participant to pay the purchase consideration
of such shares to the trustees in respect
of the exercise of an option shall, unless
otherwise determined by the directors and
upon such terms and conditions as they may
impose, only arise in respect of such shares
on the dates referred to below (it being
agreed that the obligation to discharge
the purchase price of the relevant shares
shall only arise against delivery by the
trustees of such shares) . . .” |
| |
|
| “14.3.5.3.1
|
the obligation
of the trustees to make a cash settlement
in respect of such shares and/or deliver
such shares shall only arise in respect
of the periods referred to in 14.3.”
|
| |
|
| “14.7 |
A participant may at any
time, with the prior written consent of
the trustees, exercise all of his options
on the basis that the acquisition of such
shares shall be deemed to have been made
pursuant to the acceptance of an offer in
terms of 12, and all the other terms in
respect of the acquisition of shares in
terms of the acceptance of an offer to acquire
shares shall mutatis mutandis be applicable.
For purposes of determining the dates on
which a participant shall be entitled to
a cash settlement and/or have shares released
to him, the option date shall be deemed
to be the offer date.” |
|
| 15. |
Rights issues |
| |
| “15.2.2
|
for purposes of determining
the date on which such participant is entitled
to request a cash settlement and/or delivery
to him of the option shares, such option
shall have been deemed to have been granted
on the same day on which the original options
were granted.” |
|
|
| |
|
| 9. |
SPECIAL RESOLUTION NUMBER
1 |
| |
Authority to repurchase shares
“Resolved that by way of a general authority,
the company or any subsidiary of the company may,
subject to the Act, the articles of association of
the company or subsidiary respectively and the Listings
Requirements of the JSE, from time to time purchase
shares issued by itself or shares in its holding company,
as and when deemed appropriate.”
Pursuant to the above, the following additional
information, required in terms of the Listings Requirements
of the JSE, is submitted.
It is recorded that a company may only make a general
repurchase on the provisos: |
| |
| 9.1 |
that the repurchase is effected through the
order book operated by the JSE trading system
and is done without any prior understanding or
arrangement between the company and the counterparty;
|
| 9.2 |
that this authority shall not extend beyond
fifteen months from the date of this resolution
or the date of the next annual general meeting,
whichever date is earlier; |
| 9.3 |
that an announcement
containing full details of such repurchases is
published as soon as the company has repurchased
shares constituting, on a cumulative basis, 3%
of the number of shares in issue prior to the
repurchases and for each 3%, on a cumulative basis,
thereafter; |
| 9.4 |
that the repurchase of shares shall
not, in the aggregate, in any one financial year,
exceed 20% of the company’s issued share
capital at the time this authority is given; |
| 9.5 |
that at any one time, the company
may only appoint one agent to effect any repurchase; |
| 9.6 |
that the repurchase of shares will
not take place during a prohibited period and
will not affect compliance with the shareholders’
spread requirements as laid down by the JSE; |
| 9.7 |
shares issued by the company may
not be acquired at a price greater than 10% above
the weighted average traded price of the company’s
shares for the five business days immediately
preceding the date of repurchase.” |
| |
|
|
| |
The reason for this special resolution number 1
is, and the effect thereof will be to grant, in terms
of the provisions of the Act and the Listings Requirements
of the JSE, and subject to the terms and conditions
embodied in the said special resolution, a general
authority to the directors to approve the repurchase
by the company of its own shares.
At the present time the directors have no specific
intention with regard to the utilisation of this authority,
which will only be used if the circumstances are appropriate.
|
| |
|
| 10. |
SPECIAL RESOLUTION NUMBER
2 |
| |
Amendment of articles of association
“Resolved that the current articles of association
of the company be and are hereby replaced with a new
set of articles of association, a copy of which has
been tabled at this general meeting and initialled by
the chairman for the purpose of identification.”
The reason for and effect of this special resolution
number 2 is to replace Kumba’s current articles
of association with a new set of articles of association,
which are updated in accordance with amendments to the
Act and the Listings Requirements of the JSE. |
| |
|
| 11. |
To transact such other business as may be transacted
at an annual general meeting. |
| |
|
| DISCLOSURES
REQUIRED IN TERMS OF THE LISTINGS REQUIREMENTS OF THE
JSE |
In terms of the Listings Requirements
of the JSE, the following disclosures are required
when requiring shareholders’ approval to:
- authorise the company, or any of its subsidiaries,
to repurchase any of its shares as set out in the
special resolution above; and
- the general authority to issue shares for cash
as set out in ordinary resolution number 7.
Working capital statement
The directors of the company agree that they will
not undertake any repurchase unless:
- the company and the group will be able, in the
ordinary course of business, to pay its debts;
- the assets of the company and the group will be
in excess of the liabilities of the company and
the group, recognised and measured in accordance
with the accounting policies used in the latest
annual financial statements;
- the share capital and reserves of the company
and the group will be adequate for ordinary business
purposes; and
- the working capital resources of the company and
the group will be adequate for ordinary business
purposes.
Litigation statement
Other than disclosed or accounted for in these annual
financial statements, the directors of the company,
whose names are given on p58 of these annual financial
statements, are not aware of any legal or arbitration
proceedings, pending or threatened against the group,
which may have or have had a material effect on the
group’s financial position in the 12 months preceding
the date of this notice of annual general meeting.
Material changes
Other than the facts and developments reported on
in these annual financial statements, there have been
no material changes in the affairs, financial or trading
position of the group since the signature date of
this annual report and the posting date thereof.
The following further disclosures required in terms
of the Listings Requirements of the JSE are set out
in accordance with the reference pages in these annual
financial statements of which this notice forms part:
- Directors and management – refer p57-58;
- Major shareholders of the company – refer
p70;
- Directors’ interest in the company’s
shares – refer p129;
- Share capital of the company – refer p138.
By order of the board
MS Viljoen
Company secretary
Pretoria
17 March 2006 |
| |
|
| EXPLANATORY
NOTES TO RESOLUTIONS FOR CONSIDERATION AT THE ANNUAL
GENERAL MEETING |
Ordinary business
Resolution 1: Approval of financial statements
The directors must present to shareholders at the
annual general meeting the annual financial statements
incorporating the directors’ report and the report
of the auditors, for the period ended 31 December
2005. These are contained within the annual report.
Resolution 2: Reappointment of independent
auditors
The reason for proposing ordinary resolution number
2 is to confirm the reappointment of Deloitte &
Touche as external auditors of the company.
Resolution 3: Auditors’ fees
It is usual for this matter to be left to the directors,
as they will be conversant with the amount of work
that was involved in the audit. The chairman will
therefore move a resolution to this effect authorising
the directors to attend to this matter.
Resolution 4: Re-election of directors
Under the articles of association, one third of the
directors are required to retire at each annual general
meeting and may offer themselves for re-election.
Biographical details of the directors, who are offering
themselves for re-election, appear on p196.
Resolution 5: Remuneration of non-executive
directors
The company in general meeting as per the articles
of association shall from time to time determine the
remuneration of directors, subject to shareholders’
approval.
Resolutions 6 and 7: Directors’ control
of unissued ordinary shares
The existing authorities relating to resolutions 6
and 7 are due to expire at the forthcoming annual
general meeting. The directors consider it advantageous
to renew these authorities to enable the company to
take advantage of business opportunities, which might
arise in the future.
Resolution 8: Amendment of the Deed
The Deed is amended in order to allow for an adjustment
in the price of shares purchased and options granted
in terms thereof as a result of a special dividend,
a distribution in specie or a payment in terms of
Section 90 of the Act, and also especially to allow
for a retrospective adjustment as a result of the
special dividend of R2,20 per share, which was declared
on 3 August 2005. This special dividend was declared
as a result of the amount received in respect of the
settlement of the Hope Downs BV matter.
The Deed is further amended to, in addition to the
existing allotment and issue or sale of shares to
participants, also make provision for a cash settlement
on exercise of an option to participants under the
schemes.
Special business
Special Resolution 1: General authority to
permit the repurchase of shares
The reason for the special resolution is to grant
the directors of the company a general authority for
the acquisition of the company’s shares by the
company, or a subsidiary of the company.
The effect of the special resolution, once registered,
will be to permit the company or any of its subsidiaries
to repurchase such securities subject to the limitations
applicable. This authority will only be used if circumstances
are appropriate.
Special Resolution 2: Amendment of articles
of association
New articles of association are adopted in order to
bring same in line with the latest requirements of
the Act, and the Listings Requirements of the JSE. |
| |
|
|
| |
|
|
|
Back
to top