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Reason for and effect of special resolution number 2
The reason for proposing special resolution number 2 is to ensure that the level of fees paid to non-executive directors remain
competitive to enable the Company to attract and retain persons of the calibre required in order to make a meaningful contribution
to the Company, having regard to the appropriate capability, skills and experience required.
The level of directors’ fees was benchmarked by Vasdex Associates (Pty) Limited, a management consultancy specialising in reward
and performance solutions.
The effect of special resolution number 2 is the level of fees as set out above is increased with effect from 1 August 2017.
7.3 Section 45 – financial assistance to related and inter-related companies
Special resolution number 3
“RESOLVED THAT the Board of the Company is hereby authorised in terms of Section 45(3)(a)(ii) of the Companies Act, No 71 of 2008,
as amended (the Act), as a general approval (which approval will be in place for a period of two years from the date of adoption of this
special resolution 1), to authorise the Company to provide any direct or indirect financial assistance (‘financial assistance’ will herein
have the meaning attributed to such term in section 45(1) of the Act) that the Board may deem fit to any related or inter-related
company of the Company (‘related’ and ‘inter-related’ will herein have the meaning as attributed to those terms in section 2 of the
Act), on the terms and conditions and for the amounts that the Board may determine.”
Reason for and effect of special resolution number 3
The main purpose for this authority is to grant the Board the authority to provide inter-group loans and other financial assistance for
purposes of funding the activities of the Group. The Board undertakes that it will not adopt a resolution to authorise such financial
assistance, unless the directors are satisfied that:
g
g
Immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test as contemplated in
the Act; and
g
g
The terms under which the financial assistance is proposed to be given are fair and reasonable to the Company.”
Notice in terms of Section 45(5) is hereby given that any financial assistance contemplated in special resolution number 3 will in all
likelihood exceed one-tenth of one percent of the Company’s net worth at the date of adopting such a resolution. This notice is also
relevant for any trade union representing any employees of the Company.
7.4 Section 44 – financial assistance to staff and executives of the Group to subscribe for or acquire
options or securities in the Company
Special resolution number 4
“RESOLVED THAT the Board of the Company be and is hereby authorised in terms of Sections 44(3)(a)(ii) and 45(3)(a)(ii) of the
Companies Act, No 71 of 2008, as amended (the Act), as a general approval (which approval will be in place for a period of two years
from the date of adoption of this special resolution), and for the purposes of and/or related to a Black Economic Empowerment (BEE)
transaction to be implemented in respect of the Company (BEE Transaction), to authorise the Company to provide direct or indirect
financial assistance to any: (i) related or inter-related company; (ii) staff member or executive employed by the Company or by any
subsidiary of the Company (Group); and/or (iii) company or juristic person through which such staff and executives, amongst others,
may directly or indirectly participate in the BEE Transaction, for purposes of, or in connection with, the subscription for or acquisition
of any option or securities issued or to be issued by the Company or a related or inter-related company (the italicised terms
‘company’, ‘juristic person’, ‘financial assistance’, ‘subsidiary’, ‘related’ and ‘inter-related’, each have the meanings attributed to them
in the Act).”
Reason for and effect of special resolution number 4
The Company is considering various proposals with regard to implementing a BEE Transaction for the benefit of the Group.
The purpose of this resolution is to grant the Board the authority to provide loans, guarantees and/or other financial assistance to
staff and executives, if required, in respect of a BEE transaction.
Insofar as the above special resolution concerns the providing of financial assistance, directly or indirectly, to staff members and/or
executives of the Group, the authority from shareholders sought in terms of this special resolution number is required only to the
extent that the provision of the financial assistance falls outside the parameters of Sections 44(3)(a)(i) or 45(3)(a)(i) of the Act,
namely where the financial assistance is given pursuant to an employee share scheme that satisfies the requirements of Section 97.