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Administration
Overview
David Hugh Brown (53)
Independent non-executive director
Chairman of the Audit, Risk and Compliance Committee
Member of the Remuneration Committee
(BCom, CTA (UCT), CA(SA))
David was appointed as CEO of Coal of Africa Limited effective from February 2014. He was previously the non-executive Chairman from
August 2012 and then the executive Chairman. He is a former non-executive director of Edcon Holdings Limited as well as the former
Chairman of the Edcon Audit and Risk Committee. He is the former CEO of Impala Platinum Holdings Limited (Implats) and was Chairman
of Impala Platinum Limited and Zimplats Holdings Limited, the two major operating subsidiaries within the Implats Group. David was
CEO from 2006 to 2012 and before that, he served as Chief Financial Officer from 1999. Prior to that, David worked in the Information
Technology sector for four years and for the Exxon Mobil Corporation in Europe for five years. He served his articles with EY. David was
appointed to the Vodacom Group Board in January 2012.
Bafelelang Priscillah Mabelane (43)
Independent non-executive director
Member of the Audit, Risk and Compliance Committee
(BCom (Hons), CA(SA), Dip in Tax)
Priscillah is currently the Retail Operations Director of BP Oil UK Limited, a position she has held since August 2015. Prior to this, she
was the Chief Financial Officer of BP Southern Africa (BPSA). Prior to joining BPSA, Priscillah was the Executive Director of Finance at
the Airports Company of South Africa (ACSA), responsible for the development and implementation of financial strategies for the Group.
She has held senior management roles in a number of large companies. These include Ernst & Young where she was a Tax Director,
Eskom Holdings Limited where she held various roles in Finance, Tax and General Management. She also served as a non-executive
director at ACSA. Priscillah was appointed to the Vodacom Group Board in December 2014.
6. Special business
6.1 General authority to repurchase shares in the Company
Special resolution number 1
“RESOLVED THAT the Company, or any of its subsidiaries, be and they are hereby authorised, by way of a general authority, to
acquire ordinary shares in the Company, subject to the provisions of the Companies Act, No 71 of 2008, as amended (the Act),
and the Listings Requirements of the JSE Limited (the JSE), provided that:
(a) the general authority in issue shall be valid only until the Company’s next annual general meeting and shall not extend beyond
15 (fifteen) months from the date of this resolution;
(b) any general repurchase by the Company and/or any of its subsidiaries of the Company’s ordinary shares in issue shall not in
aggregate in one financial year exceed 5% (five percent) of the Company’s issued ordinary share capital at the time that the
authority is granted;
(c) no acquisition may be made at a price more than 10% (ten percent) above the weighted average of the market price of the
ordinary shares for 5 (five) business days immediately preceding the date of such acquisition;
(d) the repurchase of the ordinary shares are 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);
(e) the Company may only appoint one agent at any point in time to effect any repurchase(s) on the Company’s behalf;
(f) the authorisation thereto is given by the Company’s memorandum of incorporation;
(g) the Company or its subsidiary may not repurchase ordinary shares during a prohibited period unless it has in place a repurchase
programme where the dates and quantities of securities traded during the relevant period are fixed (not subject to any
variation) and has been submitted to the JSE in writing. The Company must instruct an independent third party, which makes
its investment decisions in relation to the Company's securities independently and uninfluenced by the Company, prior to the
commencement of the prohibited period to execute the repurchase programme submitted to the JSE;
(h) the general authority may be varied or revoked by special resolution of the members prior to the next annual general meeting
of the Company; and