Group Structure 1 howden africa holdings limited 41,58% Institutional and private investors 7,49% James Howden & Godfrey Overseas Limited 50,93% Howden Group South Africa Limited Howden International Holdings BV Charter plc Howden Africa Holdings Limited
56
Embed
Group Structure - ShareData · Group Structure 1 howden africa holdings limited 41,58% Institutional and private investors 7,49% James Howden & Godfrey Overseas Limited 50,93% Howden
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Group S t r u c t u r e
1howden africa holdings limited
41,58%
Institutional andprivate investors
7,49%
James Howden& Godfrey Overseas
Limited
50,93%
Howden GroupSouth Africa
Limited
HowdenInternationalHoldings BV
Charter plc
Howden AfricaHoldings Limited
F i v e - Yea r F i n anc i a l Summa r yfor the years ended 31 December
SUMMARISED INCOME STATEMENTS 2003 2002 2001 2000 1999
22. RECONCILIATION OF TAXATION PAID DURING THE YEAR
Amount owing at beginning of year (7 550) (5 050) 102 63
Exchange adjustment 33 86 – –
Charge in income statement (11 138) (10 286) (1 797) (731)
Adjustment for disposal of subsidiary (1 174) –
Adjustment for deferred taxation (4 875) (2 470) 205 249
Amount owing at end of year 13 078 7 550 617 (102)
(11 626) (10 170) (873) (521)
No t e s t o t h e F i n anc i a l S t a t emen t sfor the year ended 31 December 2003
40howden africa holdings limited
GROUP COMPANY
2003 2002 2003 2002
R'000 R'000 R'000 R'000
23. ACQUISITION OF HERTZ TECHNOLOGIES (PTY) LIMITED
During the prior year the Group acquired the company
Hertz Technologies (Pty) Limited. The fair value of
acquisition was as follows:
Property, plant and equipment acquired – 1 291 – –
Inventory acquired – 3 320 – –
Receivables and prepayments acquired – 3 869 – –
Cash acquired – 574 – –
Intercompany accounts – (2 506) – –
Trade and other payables disposed – (2 395) – –
Net asset value – 4 153 – –
Accumulated loss accounted for since acquired as an associate – 4 622 – –
Goodwill on acquisition – 827 – –
– 9 602 – –
Purchase price on loan and cash – (9 747) – –
Net cash outflow – (145) – –
Add: cash acquired – 574 – –
Net cash inflow – 429 – –
24. DISPOSAL OF HOWDEN PUMPS (PTY) LIMITED
During the year the Group disposed of the company
Howden Pumps (Pty) Limited. The fair value of
disposal was as follows:
Property, plant and equipment disposed (2 433) – – –
Inventory disposed (29 125) – – –
Receivables and prepayments disposed (20 658) – – –
Intercompany accounts (11) – – –
Trade and other payables disposed 11 353 – – –
Taxation disposed (1 174) – – –
Bank overdraft disposed 9 693 – – –
Deferred taxation disposed (1 335) – – –
Net asset value (33 690) – – –
Less: Intercompany balance written off 37 101 – – –
Net cash outflow 3 411 – – –
Less: Reserves disposed (3 411) – – –
– – – –
Overdraft released 9 693 – – –
Net cash inflow 9 693 – – –
No t e s t o t h e F i n anc i a l S t a t emen t sfor the year ended 31 December 2003
41howden africa holdings limited
GROUP COMPANY
2003 2002 2003 2002
R'000 R'000 R'000 R'000
25. DISPOSAL OF HERTZ TECHNOLOGIES (PTY) LIMITED
During the year the Group disposed of the company
Hertz Technologies (Pty) Limited. The fair value
of disposal was as follows:
Property, plant and equipment disposed (764) – – –
Inventory disposed (727) – – –
Receivables and prepayments disposed (1 314) – – –
Intercompany accounts – – – –
Trade and other payables disposed 837 – – –
Cash disposed (1 112) – – –
Net asset value (3 080) – – –
Less: Intercompany balance written off – – – –
Net cash outflow (3 080) – – –
Less: Loss on sale 3 080 – – –
– – – –
Cash released (1 112) – – –
Net cash outflow (1 112) – – –
26. DISPOSAL OF ENGART AUSTRALASIA PTY LIMITED
During the prior year the Group disposed of the company
Engart Australasia Pty Limited. The fair value of
disposal was as follows:
Property, plant and equipment disposed – (121) – –
Inventory disposed – (1 144) – –
Receivables and prepayments disposed – (92) – –
Intercompany accounts – 1 178 – –
Trade and other payables disposed – 493 – –
Cash disposed – (396) – –
Net asset value – (82) – –
Less: Outside shareholders’ interest – 61 – –
Net cash outflow – (21) – –
Less: Reserves disposed – 2 149 – –
Total value of investment in subsidiary disposed – 2 128 – –
Less: Intercompany balances written off – (1 178) – –
Investment in subsidiary – (932) – –
– 18 – –
Cash released – (396) – –
Net cash outflow – (378) – –
No t e s t o t h e F i n anc i a l S t a t emen t sfor the year ended 31 December 2003
42howden africa holdings limited
GROUP COMPANY
2003 2002 2003 2002
R'000 R'000 R'000 R'000
27. PROCEEDS ON DISPOSAL OF FIXED ASSETSBook value 6 441 573 – 5 Profit on disposal 3 453 518 – –
Proceeds 9 894 1 091 – 5
28. CASH AND CASH EQUIVALENTSCash and cash equivalents included in the cash flow statementcomprises the following balance sheet amounts:Bank and cash balances 75 375 31 557 280 – Bank overdraft – – – (9 031)
75 375 31 557 280 (9 031)
29. COMMITMENTSCapital expenditureAuthorised and contracted 78 811 Authorised not contracted 287 – Operating leasesFuture leasing charges for premises, equipment and motor vehicles.Payable within 1 year 1 506 1 847 69 55Payable within 2 to 5 years 5 874 7 562 109 27
7 380 9 409 178 82
30. GUARANTEESThe Company has guaranteed facilities granted to subsidiary companies amounting to R54 400 000 (2002 – R54 400 000).
The Company has given a limited guarantee amounting to R3 000 000 (2002 – R3 000 000) to a raw material supplier of asubsidiary company.
The Company's bankers have furnished performance and shipping guarantees on behalf of subsidiaries amounting toR34 734 000 (2002: R32 545 000).
No losses are expected to arise out of the above arrangements.
LITIGATIONThere are no legal matters, which in the opinion of the Group and in consultation with legal counsel, would have any materialeffect on the Group’s consolidated financial position, results of operations or cash flow.
31. RETIREMENT FUNDS AND POST RETIREMENT BENEFITSDefined benefit fundThe Company operates a post retirement pension scheme that covers all employees employed before 1 January 2001. Thepension fund is a final salary defined benefit plan and is fully funded. The assets of the fund are held in an independent trusteeadministered fund, which is administered in terms of the Pension Funds Act of 1956, as amended. The fund is valued everythree years using the projected unit credit method. The latest full actuarial valuation was performed on 31 December 2002.
Defined contribution fundThe Company operates a defined contribution pension fund for all employees who joined after 1 January 2001.
This fund is administered by Lekana Employee Benefit Solutions. Both the Group and the employees are required to contributeto the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefitscheme is to make the specified contributions. The total cost charged to the income statement of R1,5 million (2002: R0,9 million) represents contributions paid to the scheme.
Employees who are not members of either of the Group's pension funds are covered by the relevant industry fund or throughforeign territory statutory funds.
All the funds are managed independently of the Group.
No t e s t o t h e F i n anc i a l S t a t emen t sfor the year ended 31 December 2003
43howden africa holdings limited
31. RETIREMENT FUNDS AND POST RETIREMENT BENEFITS (continued)
Amounts recognised in the balance sheet are as follows:
GROUP
2003 2002
R'000 R'000
Balance at end of the year – –
Present value of funded obligations 97 390 91 186
Fair value of plan assets (93 834) (89 315)
3 556 1 871
Unrecognised actuarial gains and losses (165) (13 004)
(Deficit)/surplus not recognised (3 391) 11 133
Liability at balance sheet date – –
No assets are recognised in respect of the surplus as the apportionment of the surplus
still needs to be calculated and approved by the Registrar of Pension Funds in terms of
the Pension Fund Second Amendment Act, 39 0f 2001.
Movement in the liability recognised in the balance sheet
Opening balance as previously stated 1 871 (9 367)
(Deficit)/surplus not recognised (1 871) 9 367
Balance at the beginning of the year – –
Movement during the year
Contributions paid (2 684) (2 605)
Other expenses included in staff costs 2 684 2 605
Current service costs 4 061 2 828
Interest costs 9 630 9 159
Expected return on plan assets (9 486) (11 148)
Movement in surplus not recognised (1 521) 1 766
Balance at end of the year – –
The principal actuarial assumptions used for accounting purposes were:
Discount rate 9,25% 11,00%
Pension increases 6,00% 6,00%
Return on assets 10,25% 10,75%
Salary increases 6,00% 8,00%
Post retirement benefitsThe Group only had certain employees that it provided for as regards post-employment medical benefits. These employeesall originate from the Pump division. An amount of R3 164 000 was included as a liability on the Balance Sheet as
determined by an actuarial valuation in respect of post-retirement healthcare cost of pensioners valued as at 1 January2003. This amount has been transferred with the Pump division when it became an associate.
N o t e s t o t h e F i n anc i a l S t a t emen t sfor the year ended 31 December 2003
44howden africa holdings limited
32. EQUITY COMPENSATION BENEFITS
The Howden Africa Holdings Limited Employees Share Trust
It is noted that under the rules of the Trust the scheme is intended as an incentive to employees to remain in the employment
of the Group and to promote its continued growth by giving them an opportunity to acquire shares in the Company.
The Company shall reserve sufficient of its authorised share capital to enable it to make available to the Trust a maximum
number of shares being equal to 5% of the Company's issued shares. This number and percentage shall not be subject to
change other than by resolution of the Company in general meeting or as a result of a capitalisation or rights issue.
The Company shall allot shares from time to time at the written request of the trustees at a price equal to their market value on
their date of allotment.
Under the rules of the Trust, employees shall be eligible to and shall participate in the scheme only if and to the extent that
offers are made to and are accepted by them or that options are granted to them. Every offer shall be in writing and specify:
the name of the offeree; the number of unreserved shares offered; the offer or option date; the price at which shares are to be
offered and terms of payment.
The number of scheme shares for which any one employee shall be entitled is limited to a maximum of 100 000. The offer
price shall be made at a purchase price equal to the market value of the shares at the time the offer is made or the option
granted.
Subject to the provisions of the Trust deed, the purchase price of the scheme shares purchased by the employee shall be
payable in a manner and at such time and times as may be stipulated in the offer of the shares. However, the total purchase
price shall be paid not later than 10 years after the offer date; but payment of the purchase price of any shares purchased as a
result of an acceptance of an offer may not be effected before the lapse of the following respective periods (calculated from the
offer date):
• three years, in respect of not more than one-third of the total number of shares rounded down to the nearest 100 shares;
• four years, in respect of not more than two-thirds of the total number of shares rounded down to the nearest 100 shares;
• five years, in respect of the balance of the shares.
The option shall lapse to the extent that it is not exercised by the date specified as its expiry date by the trustees when granting
the option, which is 10 years from the date of granting the option.
As noted in note 15 of the notes to the financial statements, 3 130 448 ordinary shares were reserved for the Company's
employee share incentive scheme: 3 120 150 share options were exercised with deferred delivery and issued at R4,50;
R4,00 and 90 cents in 1997,1998 and 2000 respectively.
In terms of the JSE Securities Exchange requirement section 20.9, these shares totalling 3 120 150 which had been listed
previously were sold to Howden Group SA Limited.
No t e s t o t h e F i n anc i a l S t a t emen t sfor the year ended 31 December 2003
45howden africa holdings limited
No t e s t o t h e F i n anc i a l S t a t emen t sfor the year ended 31 December 2003
32. EQUITY COMPENSATION BENEFITS (continued)
Summary of share options that have been granted and accepted with deferred delivery in respect of employees who are
Loans from subsidiaries (note 10) (32 840) (24 505)
Amounts owing by holding company and
subsidiaries (Balance Sheet) 3 056 3 050
Less: Amounts owing to holding company
(included in R(6 012) (2002: R4 380) (185) 0
Amounts owing to subsidiaries
(Balance Sheet) (6 012) (4 380)
13 736 70 354
* Howden Africa Holdings Limited has management control in respect of these companies.
HOWDEN AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/002982/06) (‘the Company")
JSE Code: HWN; ISIN Code: ZAE 000010583
Notice is hereby given that the ninth annual general meeting of the shareholders of the Company will be held at the Registered
Office, 1a Booysens Road, Booysens, Johannesburg at 12h00 on Thursday, 27 May 2004 for the following purposes:
1. To receive and consider the annual financial statements for the year ended 31 December 2003;
2. To re-elect Mr A B Mashiatshidi who retires from the board of directors in terms of the Company’s Articles of Association; (Please
see note 1)
3. To re-elect Messrs J S Feek and R J Cleland who retire by rotation from the board of directors, in terms of the Company’s Articles
of Association; (Please see note 2)
4. To approve the remuneration of directors;
5. To appoint Messrs PricewaterhouseCoopers Inc. as auditors of the Company;
6. To place the unissued share capital of the Company under the control of the directors in terms of section 221 of the
Companies Act 61 of 1973 as amended (“the Act”), and to renew the authority of the directors to allot and issue any of the
unissued shares of the Company on such terms and conditions as they may deem fit, subject to the provisions of the Act, and
the requirements of the JSE Securities Exchange of South Africa (“JSE”)① ;
7. To consider, and, if deemed fit to pass, with or without modification, the following resolution as an ordinary resolution① ;
Resolved that, subject to meeting the requirements of the JSE, the directors are hereby authorised to issue ordinary shares for
cash as and when suitable opportunities arise, subject to the following conditions:
• that this authority shall not extend beyond the next annual general meeting or 15 months from the date of this annual general
meeting, whichever date is the earlier;
• that there will be no restrictions in regard to the persons to whom the shares may be issued, provided that such shares are to
be issued to public shareholders and not to related parties;
• that a press announcement giving full details, including the impact on net asset value and earnings per share, will be
published at the time of any issue representing, on a cumulative basis within one financial year, 5% or more of the number of
shares in issue prior to the issue/s;
• that issues in the aggregate in any one financial year shall not exceed 15% of the Company’s issued ordinary share capital;
and
• that in determining the price at which an issue of shares will be made in terms of this authority, the maximum discount
permitted will be 10% of the weighted average traded price of the shares in question, as determined over the 30 business
days prior to the date that the price of the issue is determined or agreed by the directors.
The approval of a 75% majority of the votes cast by shareholders present or represented by proxy at the general meeting is
required for this resolution to become effective.
① No issue of shares is contemplated at the present time, other than shares to be issued in terms of the Howden African Holdings
Limited Employees Share Trust.
No issue will be made which could effectively transfer the content of Howden Africa Holdings Limited without prior approval of
shareholders in general meeting.
50howden africa holdings limited
No t i c e o f Annua l Gene r a l Mee t i n gfor the year ended 31 December 2003
51howden africa holdings limited
No t i c e o f Annua l Gene r a l Mee t i n gfor the year ended 31 December 2003
8. Special resolution number 1:
General approval to permit the Company to acquire shares of the Company.
“Resolved that, by way of a general approval, Howden Africa Holdings Limited (“the Company”) is authorised in terms of the
articles of association of the Company to acquire Howden Africa shares in terms of sections 85 and 89 of the Act and of the
Listings Requirements of the JSE from time to time, which Listings Requirements currently provide inter alia that:
• any such acquisition of Howden Africa shares shall be effected through the order book operated by the JSE trading system;
• this general authority shall only be valid until the Company’s next annual general meeting; provided that it shall not extend
beyond fifteen months from the date of passing of this special resolution number 1;
• at any point in time the Company may only appoint one agent to effect any repurchase/s on its behalf;
• the Company may only undertake a repurchase of Howden Africa shares if, after such repurchase, it still complies with
paragraphs 3.37 to 3.41 of the JSE Listings Requirements concerning shareholder spread requirements;
• the Company may not repurchase Howden Africa shares during a prohibited period as defined in paragraph 3.67 of the JSE
Listings Requirements;
• an announcement will be published as soon as the Company has acquired Howden Africa shares constituting, on a
cumulative basis, 3% of the number of Howden Africa shares in issue at the time the authority is granted and for each
subsequent 3% purchased thereafter, containing full details of such acquisition;
• acquisitions in the aggregate in any one financial year by the Company may not exceed 20% of the number of Howden Africa
shares in issue at the commencement of such financial year;
• in determining the price at which Howden Africa shares are acquired by the Company in terms of this general authority, the
maximum premium at which such shares may be purchased will be 10% of the weighted average of the market value of
Howden Africa shares for the five business days immediately preceding the date of the relevant transactions.”
The reason for the special resolution is to grant to the Company and to obtain a general approval in terms of the Act for the
acquisition by the Company of Howden Africa shares. This general approval shall be valid until the earlier of the next annual
general meeting or its variation or revocation by special resolution by any subsequent general meeting; provided that the
general authority shall not extend beyond fifteen months from the date of passing of special resolution number 1.
It is the intention of the Company to act under the general authority referred to in special resolution number 1 if prevailing
circumstances (including market conditions) warrant it.
The Howden Africa board having considered the impact which a purchase of 20% of the Howden Africa shares (being the
maximum number of Howden Africa shares which may be purchased in terms of special resolution number 1) would have on
the Company and the Howden Africa Group, is of the opinion that:
• the Company and the Howden Africa Group will be able in the ordinary course of business to pay its debts;
• the assets of the Company and the Howden Africa Group will be in excess of the liabilities of the Company and the Howden
Africa Group;
• the working capital, ordinary capital and reserves of the Company and the Howden Africa Group will be adequate, for a
period of twelve months after the date of this annual report.
52howden africa holdings limited
Section 11.26(b) of the JSE Listings Requirements requires the following disclosure, part of which is included in the annual
report of which this notice forms part:
• directors and management (pages 4-5);
• major shareholders of the Company (page 37);
• material changes in the financial or trading position of the Company and its subsidiaries since the date of the Company’s
financial year-end and the date of this notice;
• directors’ interests in Howden Africa shares (page 16);
• share capital of the Company (pages 36-37);
• directors’ responsibility statement – the directors, whose names appear on pages 4 to 5 of this annual report of which this
notice forms part, collectively and individually accept full responsibility for or information pertaining to special resolution
number 1 and certify that to the best of their knowledge 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 fact have been made and that
special resolution number 1 contains all such information (page 10);
• litigation statement (page 42).
Note 1
Confirmation of appointment of director who was appointed since the last annual general meeting.
A B MASHIATSHIDI (43)
Independent Non-Executive Director
Arthur B Mashiatshidi is Chief Executive of Decorum Capital Partners (Pty) Limited, a company that manages the New Africa Mining
Fund. He serves as non-executive director on the boards of various companies and institutions including: Thebe Investment
Corporation (Pty) Limited, Thebe Risk Solution (Pty) Limited, Financial Markets Advisory Board and University of Cape Town
(Graduate School of Business Advisory Board).
Note 2
Directors who are retiring by rotation and seeking re-election.
J S FEEK (63)
Executive Chairman (Acting)
John Feek was appointed to the board during April 2002 and became Chairman of the board on 27 June 2002 and Executive
Chairman on 1 May 2003. He was previously Group Managing Director of Rental Transport Systems Limited, the Haggie Group and
Abercom. He holds non-executive directorships in several unlisted companies.
R J CLELAND (56)
Non-Executive Director (British)
Bob Cleland was appointed Chief Executive of Howden in 1999. He was previously Group Operations Director on the Board of
Triplex Lloyd plc and prior to that was an Executive of British Steel Stainless, now AvestaPolarit. He was appointed Non-Executive
Director of the Howden Africa Holdings Limited board on 2 March 2000.
No t i c e o f Annua l Gene r a l Mee t i n gfor the year ended 31 December 2003
53howden africa holdings limited
VOTING AND PROXIES
All shareholders will be entitled to attend, speak and vote at the annual general meeting.
Each shareholder is entitled to appoint one or more proxies (who need not be shareholders of the Company), to attend and speak
and vote in place of that shareholder at the annual general meeting.
A form of proxy is attached for any shareholder who is unable to attend the annual general meeting. It should be completed and
lodged with or sent to the Company Transfer Secretaries, Computershare Limited, 70 Marshall Street, Johannesburg, 2001, Republic
of South Africa (PO Box 61051, Marshalltown, 2107), to be received by them not later than 12h00 on Tuesday, 25 May 2004. Any
shareholder who completes and lodges the form of proxy will nevertheless be entitled to attend and vote in person should such
shareholder afterwards decide to do so.
• If you have not yet dematerialised your shares in the Company and therefore hold a share certificate, you should complete the
attached form of proxy in accordance with the instructions therein and lodge it with the transfer secretaries of the Company
namely, Computershare Limited, 70 Marshall Street, Johannesburg, 2001, Republic of South Africa (PO Box 61051,
Marshalltown, 2107) to be received by not later than 12:00 on Tuesday, 25 May 2004;
• If you have already dematerialised your shares in the Company, but the shares are in your own name, you should complete the
attached form of proxy in accordance with the instructions therein and lodge it with the transfer secretaries of the Company
namely, Computershare Limited, 70 Marshall Street, Johannesburg, 2001, Republic of South Africa (PO Box 61051,
Johannesburg, 2107) to be received by not later than 12:00 on Tuesday, 25 May 2004; or
• If you have already dematerialised your shares in the Company through a CSDP or broker, but the shares are not in your own
name, you should notify your duly appointed Central Securities Depository Participant ("CSDP") or broker, as the case may be, in
the manner stipulated in the agreement governing your relationship with your CSDP or broker of your instructions as regards
voting your shares at the general meeting.
By order of the board
Michael John Millard Lake
Company Secretary
10 March 2004
No t i c e o f Annua l Gene r a l Mee t i n gfor the year ended 31 December 2003
54howden africa holdings limited
No t e s
Fo rm o f P r o x y
HOWDEN AFRICA HOLDINGS LIMITED(Incorporated in the Republic of South Africa) (Registration number 1996/002982/06)
JSE Code: HWN; ISIN Code: ZAE 000010583
("the Company")
FORM OF PROXY: NINTH ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD AT 12h00 ON 27 MAY 2004 AT 1a BOOYSENS ROAD, BOOYSENS
for use by shareholders who:– hold shares in certificated form; or– have dematerialised their shares (ie, have replaced the paper share certificates representing the shares with electronic records of ownership under the
JSE’s electronic settlement system (STRATE Limited) and are recorded in the sub-register in “own name” dematerialised form) (ie, shareholders whohave specifically instructed their Central Securities Depository Participant (“CSDP”) to hold their shares in their own name).
If you are unable to attend the ninth annual general meeting of the members convened for 12h00 on Thursday, 27 May 2004 and wish to be representedthereat, you must complete and return this form of proxy as soon as possible, but in any event to be received by not later than 12h00 on Tuesday, 25 May 2004, to Computershare Limited, 70 Marshall Street, Johannesburg, 2001 Republic of South Africa, PO Box 61051,Marshalltown, 2107.
Shareholders who have dematerialised their shares and are not registered as own name dematerialised shareholders and who wish to attend the annualgeneral meeting, must instruct their CSDP or broker to provide them with the relevant letter of representation to enable them to attend such meetings, or,alternatively, should they wish to vote but not to attend the annual general meeting they must provide their CSDP or broker with their voting instructions interms of the relevant custody agreement entered into betweeen them and the CSDP or broker in the manner and cut-off time stipulated therein.
Such shareholders must not complete this form of proxy.
I/We
(Name in block letters)
of
being a member(s) of the Company
and being the holder(s) of ordinary shares in the Company,do hereby appoint:
1. of or failing him/her
2. of or failing him/her
3. of or failing him/her
the Chairman of the annual general meeting, as my/our proxy to act for me/us at the ninth annual general meeting of the Company to be held onThursday, 27 May 2004 at 12h00 and at any adjournment thereof, at the Company's Registered Office, 1a Booysens Road, Booysens, Johannesburg and tovote for me/us on my/our behalf in respect of the undermentioned resolutions in accordance with the following instructions:
NUMBER OF ORDINARY SHARES
FOR AGAINST ABSTAIN
1. Annual Financial Statements
2. Re-election of J S Feek
3. Re-election of A B Mashiatshidi
4. Re-election of R J Cleland
5. Remuneration of directors
6. Appointment of auditors
7. Placing of unissued shares under control of directors
8. Ordinary resolution
9. Special Resolution Number 1General approval to permit Company to acquire shares of the Company
Signed at: on 2004
Signature Assisted by me
(where applicable)
Each shareholder is entitled to appoint one or more proxies (who need not be shareholders of the Company) to attend, speak and, on apoll, vote in place of that shareholder at the annual general meeting.
PLEASE READ THE NOTES ON THE REVERSE HEREOF
The form of proxy must only be used by certificated shareholders or shareholders who hold dematerialised shares in their “own
name”. Other shareholders are reminded that the onus is on them to communicate with their CSDP or broker.
Instructions on signing and lodging the annual general meeting proxy form:
1 A deletion of any printed matter and the completion of any blank spaces need not be signed or initialled. Any alteration must
be signed, not initialled.
2. The Chairman shall be entitled to decline to accept the authority of the signatory:
(a) under a power of attorney; or
(b) on behalf of a company,
if the power of attorney or authority has not been deposited at the office of the Company’s transfer secretaries, Computershare
Limited, 70 Marshall Street, Johannesburg, 2001, Republic of South Africa, (PO Box 61051, Marshalltown, 2107), by not later
than 12h00 on Tuesday, 25 May 2004.
3. The signatory may insert the name(s) of any person(s) whom the signatory wishes to appoint as his/her proxy in the blank
spaces provided for that purpose.
4. When there are joint holders of shares and if more than one of such joint holders be present or represented, the person whose
name stands first in the register in respect of such shares of his/her proxy, as the case may be, shall alone be entitled to vote in
respect thereof.
5. The completion and lodging of this form of proxy will not preclude the signatory from attending the meeting and speaking and
voting in person thereat to the exclusion of any proxy appointed in terms hereof should such signatory wish to do so.
6. Forms of proxy may be deposited at the office of the Company’s transfer secretaries, Computershare Limited, 70 Marshall
Street, Johannesburg 2001, Republic of South Africa (PO Box 61051, Marshalltown, 2107), by not later than 12h00 on
Tuesday, 25 May 2004.
7. If the signatory does not indicate in the appropriate place on the face hereof how he/she wishes to vote in respect of a
particular resolution, his/her proxy shall be entitled to vote as he/she deems fit in respect of that resolution.
8. The Chairman of the annual general meeting may reject any proxy form which is completed other than in accordance with
these instructions, provided that he may accept such proxy forms where he is satisfied as to the manner in which a member