Annual Financial Statements > Notice of annual general meeting

Notice is hereby given that the sixty-fifth annual general meeting of Aveng Limited (registration number 1944/018119/06) (“the Company”) will be held at 204 Rivonia Road, Morningside on Friday, 23 October 2009 at 10:00 to consider and if deemed fit to pass with or without amendment the following resolutions:

Ordinary Business

1. Ordinary resolution number 1
 

“Resolved as an ordinary resolution that the annual financial statements of the Company and the consolidated annual financial statements of the Company and its subsidiaries for the year ended 30 June 2009, be and are hereby adopted.”

2. Ordinary resolution number 2
 

“Resolved as an ordinary resolution that Mr DR Gammie, who retires by rotation in terms of the Company’s articles of association, and being eligible offers himself for re-election, be and is hereby re-elected as a director of the Company.”

3. Ordinary resolution number 3
 

“Resolved as an ordinary resolution that Mr RL Hogben, who retires by rotation in terms of the Company’s articles of association, and being eligible offers himself for re-election, be and is hereby re-elected as a director of the Company.”

4. Ordinary resolution number 4
 

“Resolved as an ordinary resolution that Mr DG Robinson, who retires by rotation in terms of the Company’s articles of association, and being eligible offers himself for re-election, be and is hereby re-elected as a director of the Company.”

5. Ordinary resolution number 5
 

“Resolved as an ordinary resolution that Mr NL Sowazi, who retires by rotation in terms of the Company’s articles of association, and being eligible offers himself for re-election, be and is hereby re-elected as a director of the Company.”

6. Ordinary resolution number 6
  “Resolved as an ordinary resolution that Mr SJ Scott, who was appointed a director of the Company on 1 August 2009 and who, in terms of the Company’s articles of association, retires at this annual general meeting, and being eligible offers himself for re-election, be and is hereby re-elected as a director of the Company.”

The profiles of the directors up for re-election appear here of which this notice forms part.

7. Ordinary resolution number 7
 

“Resolved as an ordinary resolution that Ernst & Young Inc. be and they are hereby re-appointed as the Company’s auditor for the ensuing year until the conclusion of the next annual general meeting.”

8. Ordinary resolution number 8
  “Resolved as an ordinary resolution that following a comprehensive benchmarking exercise using outside consultants, the following annual fees be and they are hereby authorised and declared payable to the non-executive directors with effect from 1 October 2009:
   
         
  Annual director's fees   2009  
R  
2010   
R
  
  Aveng Limited
– Main board  
Chairman   467 000   685 000   
Director   137 000   225 000   
    Ad hoc meetings   —   20 000**
  Subsidiary boards   Director   117 000   120 000   
McConnell Dowell travel allowance   50 000   55 000*  
  Audit and risk committee   Chairman   140 000   185 000   
Member   100 000   110 000   
    Subsidiaries   28 000   60 000   
  Remuneration and nomination committee   Chairman   88 000   140 000   
Member   40 000   60 000   
  Safety committee   Chairman   88 000   130 000   
Member   40 000   50 000   
  Tender risk committee   Member   4 000   5 000* 
  Transformation committee   Chairman   57 500   100 000   
Member   27 500   40 000” 
*Per meeting attended.
**Per meeting attended in excess of the five scheduled meetings a year.
Note: The fee payable to the chairman of the board and the chairmen of the board’s committees includes the fee for being a member of the board in the case of the chairman of the board, and the relevant committee, in the case of the committee chairmen.  


Special Business

9. Special resolution number 1
  “Resolved as a special resolution that the acquisition by the Company and/or any subsidiary of the Company, from time to time of the issued ordinary shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, be and are hereby approved as a general approval in terms of sections 85 and 89 of the Companies Act, 1973 (Act 61 of 1973), as amended (“the Companies Act”), but subject to the articles of association of the Company, the provisions of the Companies Act and the Listings Requirements of the JSE Limited (JSE), where applicable, provided that:
  • the acquisitions of ordinary shares in the share capital of the Company in the aggregate in any one financial year do not exceed 20% of the Company’s issued ordinary share capital as at the date of the grant of this general authority;
  • the acquisitions of ordinary shares in the share capital of the Company will be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited);
  • this general approval shall be valid only until the Company’s next annual general meeting or 15 months from the date of passing of this special resolution, whichever is the earlier;
  • any repurchase of the ordinary shares of the Company in terms of this authority may not be made at a price greater than 10% above the weighted average of the market value for the ordinary shares for the five business days immediately preceding the date on which the repurchase is effected;
  • at any point in time, the Company may only appoint one agent to effect any repurchases on behalf of the Company;
  • after any repurchase the Company must still comply with the Listings Requirements of the JSE concerning shareholder spread requirements;
  • the Company and/or its subsidiaries may not repurchase ordinary shares in the share capital of the Company during a closed period as defined in the Listings Requirements of the JSE unless the Company has a repurchase programme in place where the dates and quantities of ordinary shares to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in a SENS release prior to the commencement of the closed period;
  • when the Company has, cumulatively, repurchased 3% of the initial number of ordinary shares, and for each 3% in the aggregate of the initial number of such shares acquired thereafter, an announcement on SENS containing details of such repurchases should be made; and
  • upon entering the market to proceed with the repurchase, the Company’s sponsor has confirmed the adequacy of the Company and its subsidiaries’ working capital for the purposes of undertaking a repurchase of shares, in accordance with the Listings Requirements of the JSE.”
10. Special resolution number 2
  “Resolved as a special resolution that article 69.8.2 of the Company’s articles of association be deleted and the following substituted therefor:

‘69.8.2 70 years in the case of a non-executive director.’”

Reasons for and effect of the special resolutions:
The reason for and effect of special resolution number 1, if passed and becoming effective, is to authorise the Company and/or any of its subsidiary companies by way of a general approval and authority to acquire the Company’s issued shares on such terms, conditions and in such amounts as determined from time to time by the directors of the Company, subject to the limitations set out in special resolution number 1.

The directors, having considered the effects of the repurchase of the maximum number of ordinary shares in terms of the foregoing general authority, consider that for a period of 12 months after the date of the notice of this annual general meeting:
  • the Company and its subsidiaries will be able, in the ordinary course of business, to pay its debts;
  • the assets of the Company and its subsidiaries, fairly valued in accordance with generally accepted accounting practice, will exceed the liabilities of the Company and its subsidiaries;
  • the ordinary share capital, reserves and working capital of the Company and its subsidiaries will be adequate for ordinary business purposes.

The directors consider that such general authority should be put in place in order to permit a repurchase by the Company or its subsidiaries of the ordinary shares of the Company should an opportunity to do so, which is in the best interests of the Company and its shareholders, present itself during the year.

The following additional information, which appears in the annual report of which this notice forms part is provided in terms of the Listings Requirements of the JSE for the purposes of the general authority:

The reason for special resolution number 2, if passed and becoming effective, is to increase the retirement age for non-executive directors from 65 to 70 years in order to enable the Company to retain the services of its non-executive directors for a longer period, given the difficulties experienced in finding suitably qualified non-executive directors.

Any member who owns certificated ordinary shares in the Company or who holds dematerialised ordinary shares in the Company through a Central Securities Depository Participant (CSDP) or broker and has selected “own name” registration, may attend, speak and vote at the annual general meeting or may appoint any other person or persons (none of whom need be a member) as a proxy or proxies, to attend, speak and vote or abstain from voting at the annual general meeting in such member’s stead.

Duly completed proxy forms should be forwarded to reach the transfer secretaries of the Company by not later than 12:00 on Thursday, 22 October 2009.

Should any member who holds dematerialised ordinary shares in the Company and has not selected “own name” registration, wish to attend, speak and vote at the annual general meeting, such member should timeously inform his CSDP or broker for the purposes of obtaining the necessary authority from such member’s CSDP or broker to attend the annual general meeting or timeously provide such member’s CSDP or broker with such member’s voting instruction in order for the CSDP or broker to vote on such member’s behalf at the annual general meeting.

By order of the board

GJ Baxter
Company secretary
Morningside, Sandton
7 September 2009

Change of Address:
Members are requested to notify any change of address to:
Computershare Investor Services (Pty) Limited
PO Box 61051
Marshalltown, 2107
South Africa