Explanatory notes to resolutions for consideration at the annual general meeting
Ordinary business
Ordinary resolution number 1: Approval of annual 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 year ended 30 June 2009. These are contained within the annual report.
Ordinary resolution number 2: 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. In addition, any person appointed since the last annual general meeting is similarly required to retire and is eligible for re-election at the next annual general meeting.
Ordinary resolution number 3: Re-appointment of external auditors
The reason for proposing ordinary resolution number 3 is to confirm the appointment of PricewaterhouseCoopers Inc., and the audit partner, as the external auditors of the Company and the Group.
Ordinary resolution number 4: Remuneration of auditors
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 propose a resolution to this effect, authorising the directors to attend to this matter.
Ordinary resolution number 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 non-executive directors, subject to shareholders’ approval.
Ordinary resolution number 6: General authority to distribute to shareholders part of the Company’s share premium
The reason for and effect of this ordinary resolution is to grant the Board of Directors of the Company a general authority in terms of the Companies Act for the distribution of share capital and share premium by the Company to its shareholders. Such general authority will, subject to the requirements of the Companies Act, and JSE Ltd, provide the Board with the flexibility to distribute any surplus capital of the Company to its shareholders. This general approval shall be valid until the next annual general meeting, provided that it shall not extend beyond 15 months from the date of passing of this ordinary resolution.
Ordinary resolution number 7: Directors’ control of unissued ordinary shares
It is considered advantageous to grant the directors authority to enable the Company to take advantage of business opportunities which may arise in the future. This authority is due to expire at the next annual general meeting.
Ordinary resolution number 8: Authorisation for an executive director to sign necessary documents
It is necessary to confer upon an executive director of the Company an authority to sign all documents as may be necessary for or incidental to the resolutions to be proposed at the annual general meeting.
Special business
Special resolution number 1: General authority to repurchase Company shares
The reason for proposing the special resolution is to permit and authorise the Company and/or any subsidiaries to acquire the Company’s own shares. The effect will be to grant the directors a general authority to purchase shares in Aspen. Such general authority will provide the Board with the flexibility, subject to the requirements of the Act and JSE Ltd, to repurchase the Company’s shares should it be in the interests of the Company while the general authority exists. This general authority shall be valid until the next annual general meeting, provided that it shall not extend beyond 15 months from the date of passing this special resolution.
Special resolution number 2: Specific authority to repurchase treasury shares
The reason for and effect of the special resolution is to grant the Company’s directors a specific authority to approve the repurchase by the Company of 681,301 treasury shares of R62,50 each in the issued share capital of the Company from Pharmacare Ltd, a wholly owned subsidiary of the Company.
Additional information
The following additional information, some of which may appear elsewhere in the annual report of which this notice forms part, is provided in terms of JSE Ltd’s Listings Requirements for purposes of the general authority to repurchase the Company’s shares:
Litigation statement
In terms of section 11.26 of JSE Ltd’s Listings Requirements, the directors, whose names appear in the directorate of the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 months, a material effect on the Group’s financial position.
Directors’ responsibility statement
The directors, whose names appear in the directorate of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to the special resolutions 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 facts have been made and that the special resolutions contain all relevant information.
Material changes
Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the Company and its subsidiaries since the date of signature of the audit report and up to the date of this notice.
The Company undertakes to advise the sponsor before embarking on a general repurchase or capital distribution, in order to enable the sponsor to furnish JSE Ltd with written confirmation of the Company’s working capital.
