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

Phuthuma Nathi Investments Limited
Notice of annual general meeting

 

Notice is hereby given in terms of the Companies Act 71 of 2008 as amended ("the Act") that the fifth annual general meeting of Phuthuma Nathi Investments Limited (“the company” or “PN”) will be held at the Walter Sisulu auditorium, corner Malibongwe and Hans Schoeman Drives, Malanshof, Randburg, on Thursday 1 September 2011, immediately after the conclusion of the MultiChoice South Africa Holdings (Proprietary) Limited annual general meeting, which is scheduled to be held at 11:00 on that day.

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.

A shareholder entitled to attend and vote at the meeting is entitled to appoint one or more person/s as proxy or proxies to attend, speak and vote at the annual general meeting in their stead.

Votes at the annual general meeting will be taken by way of 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 forty-eight (48) hours before the annual general meeting (Saturdays, Sundays and public holidays shall not be taken into account).

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, as well as 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 consideration and acceptance of the financial statements of the company and the group for the 12 months ended 31 March 2011 as well as the reports of the directors, the auditor and the audit committee.

 

The annual financial statements which will be presented, appear from here.

2.

In terms of article 17.2 of the company’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 Phuthuma Nathi will satisfy such test immediately after completing the proposed distribution, the following dividends are declared:
(a) 88,9 cents per ordinary share;
(b) 88,9 cents per preference share; and
(c) a special dividend of 333,3 cents per preference share.

3.

To reappoint, on the recommendation of the company’s audit committee, 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 is 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 therefore unanimously recommends Messrs M Langa and P Goldhawk and Ms C Mack for election to the audit committee. Their summarised curricula vitae appear here.

5.

To elect Mr P Goldhawk, who retires by rotation and, being eligible, offers himself for re-election as a director of the company. His summarised curriculum vitae appears here.

 

The board unanimously recommends that the re-election of the director in terms of resolution 5 be approved by the shareholders of the company.

6.

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 memorandum of incorporation and the Act), 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.

7.

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 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
Company secretary

1 August 2011
Randburg