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Integrated annual report 2011 to the shareholders of Phuthuma Nathi Investments Limited

MultiChoice South Africa Holdings (Proprietary) Limited
Notice of annual general meeting

 

Notice of annual general meeting

Notice is hereby given in terms of the Companies Act No 71 of 2008, as amended (“the Act”) that the fifth annual general meeting of MultiChoice South Africa Holdings (Proprietary) Limited (“the company” or “MCSA”) will be held at the Walter Sisulu Auditorium, corner Malibongwe and Hans Schoeman Drives, Malanshof, Randburg on Thursday 1 September 2011 at 11:00.

Please note that the registration counter for purposes of registration to vote at this meeting on Thursday 1 September 2011, will close at 10:45 on this day.

RECORD DATE, ATTENDANCE AND VOTING

The record date for the meeting (determined in accordance with section 59(3) (a) of the Act) is 1 August 2011, being the date on which a person must be registered as a shareholder of the company for purposes of being entitled to receive notice of the annual general meeting.

Subject to the proxies given by Phuthuma Nathi Investments Limited (“Phuthuma Nathi”) and Phuthuma Nathi Investments 2 Limited (“Phuthuma Nathi 2”) to their respective members to vote at the annual general meeting of the company in their stead, the ordinary shareholders of the company are entitled to attend, speak and vote at the annual general meeting (with each ordinary share in the company entitling its holder to one vote).

Votes at the annual general meeting will be taken by way of a poll and not on a show of hands. Each ordinary shareholder present or represented by proxy will be entitled to that number of votes equal to the number of ordinary shares held by such ordinary shareholder or its proxies.

Proxy forms must be deposited at the transfer secretaries, Link Market Services South Africa (Proprietary) Limited, 13th floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001 or PO Box 4844, Johannesburg 2000 not less than 48 (forty-eight) hours before the annual general meeting (Saturdays, Sundays and public holidays shall not be taken into account). A form of proxy is enclosed with this notice. The form of proxy may also be obtained from the registered office of the company.

Pursuant to the provisions of article 15.2 of the articles of association/memorandum of incorporation of the company, each member of Phuthuma Nathi has been irrevocably appointed as a proxy for Phuthuma Nathi and is entitled, at the annual general meeting of the company, to exercise one vote for each share that the relevant member holds in Phuthuma Nathi.

Pursuant to the provisions of article 15.2 of the memorandum of incorporation of the company, each member of Phuthuma Nathi 2 has been irrevocably appointed as a proxy for Phuthuma Nathi 2 and is entitled, at the annual general meeting of the company, to exercise one vote for each share that member holds in Phuthuma Nathi 2.

IDENTIFICATION OF MEETING PARTICIPANTS

Kindly note that meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a shareholders’ meeting. Forms of identification include a valid identity document, a driver’s licence or a passport.

PURPOSE OF MEETING

The purpose of the meeting is to present the directors’ report and the audited annual financial statements of the company, and an audit committee report, to consider and, if approved, to adopt with or without amendment the resolutions set out below, and to consider any matters raised by the shareholders of the company, as required by the Act.

ELECTRONIC PARTICIPATION

Shareholders entitled to attend and vote at the meeting or proxies of such shareholders shall be entitled to participate in the meeting (but not vote) by electronic communication. Should a shareholder wish to participate in the meeting by electronic communication, the shareholder concerned should advise the company thereof by no later than 09:00 on Thursday 25 August 2011 by submitting via registered mail addressed to the company (for the attention of Mrs Sameera Khan) relevant contact details as well as full details of the shareholder’s title to securities issued by the company and proof of identity, in the form of certified copies of identity documents and written confirmation from the transfer secretary confirming the shareholder’s title to the shares. Upon receipt of the required information, the shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the annual general meeting. Shareholders must note that access to the electronic communication will be at the expense of the shareholders who wish to utilise the facility.

Ordinary resolutions

Each of the following ordinary resolutions requires the support of a majority (more than 50%) of the votes exercised by shareholders present or represented by proxy at this meeting in order to be adopted.

1.

The financial statements of the company and the group for the twelve (12) months ended 31 March 2011 and the reports of the directors, the auditor and the audit committee to be considered and accepted. The summarised form of the financial statements is included here. A copy of the complete annual financial statements of the company for the preceding financial year can be obtained at www.multichoice.co.za.

2.

In terms of article 24.1 of MCSA’s memorandum of incorporation and the board having applied the solvency and liquidity test contemplated in the Act, in terms of which it has concluded that MCSA will satisfy such test immediately after completing the proposed distribution, the following dividends are declared:

(a) a dividend of 355,5 cents per ordinary share, and
(b) a special dividend of 1 333,3 cents per ordinary share.

3.

To reappoint, on the recommendation of the company’s audit committee, the firm PricewaterhouseCoopers Inc. as independent registered auditor of the company (noting that Mr K J Dikana is the individual registered auditor of that firm who will undertake the audit) for the period until the next annual general meeting of the company.

4.

To appoint the audit committee members as required in terms of the Act and recommended by the King Code of Governance for South Africa 2009 (King III) (Chapter 3). The board and the remuneration and equity committee are satisfied that the company’s audit committee members are suitably skilled and experienced independent non-executive directors. Collectively they have sufficient qualifications and experience to fulfil their duties, as contemplated in regulation 42 of the Companies Regulations 2011. They have a comprehensive understanding of financial reporting, internal financial controls, risk management and governance processes within the company, as well as International Financial Reporting Standards, South African Statements of Generally Accepted Accounting Practice and other regulations and guidelines applicable to the company. They keep up-to-date with developments affecting their required skills-set. The board and the remuneration and equity committee therefore unanimously recommend Messrs D G Eriksson and F G Sampson and Mrs S Dakile-Hlongwane for election to the audit committee. Their summarised curricula vitae appear here. The appointment of the members of the audit committee will be conducted by way of a separate vote in respect of each individual.

5.

To endorse the company’s remuneration policy, as set out in the remuneration report, by way of a non-binding advisory vote.

6.

To confirm the appointment of Mr M I Patel as a director of the company. His summarised curriculum vita appears here.

7.

To elect Messrs J P Bekker, S J Z Pacak, K Sibiya and Advocate K Moroka, who retire by rotation and, being eligible, offer themselves for re-election as directors of the company. Their summarised curricula vitae appear here. The board unanimously recommends that the re-election of directors in terms of resolution 7 be approved by the shareholders of the company. The re-election is to be conducted as a series of votes, each of which is on the candidacy of a single individual to fill a single vacancy, and in each vote to fill a vacancy, each voting right entitled to be exercised may be exercised once.

8.

To place the authorised but unissued share capital of the company under the control of the directors and to grant, until the conclusion of the next annual general meeting of the company, an unconditional general authority to the directors to allot and issue in their discretion (but subject to the provisions of the Act and the company’s memorandum of incorporation), the unissued shares of the company on such terms and conditions and to such persons, whether they be shareholders or not, as the directors at their discretion deem fit.


Special resolutions

Each of the below resolutions requires the support of at least 75% of the votes exercised by shareholders present or represented by proxy at this meeting in order to be adopted.

1.

That the directors of the company be and are hereby authorised, by way of a renewable general authority, to approve the purchase by the company of its own shares or to approve the purchase of shares in the company by any subsidiary of the company, provided that
(a) this general authority shall be valid until the company’s next annual general meeting or until revoked, and
(b) such repurchase shall be subject to the Act, and the company’s memorandum of incorporation.


The reason for and the effect of special resolution number 1 is to grant the directors of the company a general authority to approve the company’s repurchase of its own shares and to permit a subsidiary of the company to purchase shares in the company .

2.

That the company, as authorised by the board, may generally provide, in terms of and subject to the requirements of sections 44 and 45 of the Act, any direct or indirect financial assistance to a related or inter-related company or corporation, or to a member of a related or inter-related corporation pursuant to the authority hereby conferred upon the board for these purposes.The reason for and effect of special resolution number 2 is to approve generally the provision of financial assistance to the potential recipients as set out in the resolution.

Ordinary resolution

9.

Each of the directors of the company is hereby authorised to do all things, perform all acts and sign all documentation necessary to effect the implementation of the ordinary and special resolutions adopted at this annual general meeting.

OTHER BUSINESS

To transact such other business as may be transacted at an annual general meeting.

By order of the board


S Khan

Secretary

1 August 2011