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89
Bafelelang Priscillah Mabelane (44)
Independent non-executive director
Member of the Audit, Risk and Compliance Committee
BCom (Hons), CA(SA), Dip in Tax
Priscillah Mabelane 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.
7. Special business
7.1 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
(i) should the Company or any subsidiary cumulatively repurchase, redeem or cancel 3% (three percent) of the initial number of
the Company’s ordinary shares in terms of this general authority and for each 3% (three percent) in aggregate of the initial
number of that class thereafter in terms of this general authority, an announcement shall be made in terms of the Listings
Requirements of the JSE.”
Having considered the effect on the Company of the maximum repurchase under this annual general authority, the directors are of
the opinion that:
g
g
the Company shall meet a solvency and liquidity test as contemplated in the Act;
g
g
the Company and the Group will be able to pay its debts for a period of 12 (twelve) months after the date of this notice of annual
general meeting;
g
g
the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 (twelve)
months after the date of this notice of annual general meeting which assets and liabilities have been valued in accordance with the
accounting policies used in the audited consolidated annual financial statements of the Group for the year ended 31 March 2017;
g
g
the share capital and reserves of the Company and the Group will be adequate for the ordinary course of business purposes for a
period of 12 (twelve) months after the date of this notice of annual general meeting; and
g
g
the working capital of the Company and Group are considered adequate for ordinary business purposes for a period of 12 (twelve)
months after the date of this notice of annual general meeting.