REUNERT LIMITED
Incorporated in the Republic of South Africa
(Registration number 1913/004355/06)
Share code: RLO
ISIN code: ZAE000057428
(“Reunert” or “the company”)
Notice is hereby given that the ninety-sixth annual general
meeting of shareholders of Reunert Limited will be held
in the Reunert boardroom, Lincoln Wood Office Park, 6 –
10 Woodlands Drive, Woodmead, on Tuesday, 2 February 2010
at 09:30 for the following purposes:
| 1. |
To receive and adopt the audited group annual financial
statements for the year ended 30 September 2009. |
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| 2. |
To elect the following directors: |
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| 2.1 |
Mr BP Connellan who retires in
terms of the company’s articles of association
and being eligible, offers himself for re-election. |
| 2.2 |
Mr KJ Makwetla who retires in
terms of the company’s articles of association
and being eligible, offers himself for re-election. |
| 2.3 |
Ms K Mzondeki who was appointed
a non-executive director on 1 November 2009 is
required to retire in terms of the company’s
articles of association and being eligible, offers
herself for re-election. |
| 2.4 |
Mr GJ Oosthuizen who retires
in terms of the company’s articles of association
and being eligible, offers himself for re-election. |
| 2.5 |
Mr R van Rooyen who was appointed
a non-executive director on 1 November 2009
is required to retire in terms of the company’s
articles of association and being eligible,
offers himself for re-election.
A brief curriculum vitae in respect of each
director referred to above appears here. |
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| 3. |
To determine the remuneration of non-executive
directors with effect from 1 October 2009 in accordance
with the company’s articles of association as follows: |
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| |
Current
per annum |
Proposed
per annum |
| Chairman |
R468 000 |
R505 500 |
| Non-executive directors |
R108 000 |
R117 000 |
| Audit and risk committee chairman |
R100 000 |
R108 000 |
| Audit and risk committee member |
R70 000 |
R76 000 |
| Remuneration and nomination committee chairman |
R52 000 |
R56 000 |
| Remuneration and nomination
committee member |
R45
000 |
R49
000 |
|
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|
| 4. |
To re-elect Deloitte & Touche as
independent auditor of the company and to appoint Ms
Manuela Krog as the individual designated auditor to
hold office for the ensuing year. |
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| 5. |
ORDINARY RESOLUTION NO 1 |
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To consider and, if deemed fit, to pass, with or
without modification, the following ordinary resolution:
“That 2 041 900 (two million forty one thousand nine
hundred) of the unissued ordinary shares of 10 cents
each in the authorised capital of the company be reserved
to meet the requirements of the Reunert 1985 Share
Option Scheme and the Reunert 1988 Share Purchase Scheme
and that the directors be and they are hereby specifically
authorised to allot and issue those shares in terms
of the scheme for the purposes of the Reunert 1985
Share Option Scheme and the 1988 Share Purchase Scheme.” |
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| 6. |
ORDINARY RESOLUTION NO 2 |
| |
To consider and, if deemed fit, to pass, with or
without modification, the following ordinary resolution:
“That 500 000 (five hundred thousand) of the unissued
ordinary shares of 10 cents each in the authorised
capital of the company be reserved to meet the requirements
of the Reunert 2006 Option Scheme and that the directors
be and are hereby specifically authorised to allot
and issue those shares in terms of the scheme for the
purposes of the Reunert 2006 Option Scheme.” |
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| 7. |
ORDINARY RESOLUTION NO 3 |
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To consider and, if deemed fit, to pass, with or
without modification, the following ordinary resolution:
“That the executive remuneration policy as contained
here under the corporate
governance section be and it is hereby approved.” |
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| 8. |
ORDINARY RESOLUTION NO 4 |
| |
To consider and, if deemed
fit, to pass, with or without modification, the following
ordinary resolution:
| “That in terms of Schedule 14 of the JSE
Listings Requirements and in accordance with
Section 222 of the Companies Act, Act 61 of
1973, as amended, where applicable that the
provisions of the Reunert 2006 Option Scheme
are amended as follows: |
| 8.1 |
by the insertion of the
following new clause 1.1.7: ““Control“
means in relation to the Company, that
a natural person or persons or juristic
person or persons (individually or collectively): |
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|
| |
| (i) |
owns or own (directly
or indirectly) over 50% (fifty
percent), calculated on a full
and effective flow through basis,
of the Shares (together with a
proportionate economic interest)
or other equity interest (together
with a proportionate economic interest)
of the Company; or |
| (ii) |
controls or control
(directly or indirectly) over 50%
(fifty percent), calculated on
a full and effective flow through
basis, of the voting rights, in
relation to the Shares or other
equity interest of the Company,
exercisable by members in general
meeting or otherwise of the Company;
or |
| (iii) |
is or are entitled
(directly or indirectly) to appoint
and remove a majority of the directors
of the Reunert Board or other governing
body of the Company, or to appoint
or remove directors or similar
representatives having the majority
of the votes exercisable at meetings
of the Reunert Board or other governing
body of the Company” |
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| 8.2 |
by the deletion of the
following words in clause 3.1: ”or 1.02%
of the issued share capital of the Company
at any time” |
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| 8.3 |
by the deletion of the
following words in clause 3.4: “such
percentage of the total issued ordinary
Shares of the Company as agreed
with the JSE Limited from time to time
(which percentage is, at present 15 percent”
and the replacement of these words with
the following number and words “exceed
20 000 000 (twenty million) Shares” |
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| 8.4 |
by the deletion of the
following words in clause 3.4.1: “in respect
of which an Option has been exercised
by a retired or former employee; or” |
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| 8.5 |
by the insertion of a
new clause 4.1A as follows: “The Reunert
Board, in consultation with the Boards,
shall establish criteria for the award
of Options in terms of the Scheme. The
criteria shall be aligned with the strategic
objectives of the Company and the Employer
Company, and shall include the aim of
incentivising Eligible Employees for
good performance and contributing to
the continued growth of the Reunert Group
with a long term horizon” |
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| 8.6 |
by the insertion of a
new clause 14.4 as follows: “If an offer
is made, which if successful will result
in a change of Control of the Company,
the Reunert Board shall be entitled to
determine that the Options may be exercised
from the date that the offer is made” |
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The reason for the above ordinary resolution
is that the provisions of Schedule 14 of
the Listings Requirements of the JSE Limited,
which prescribe the requirements for share
incentive schemes of companies listed on
the JSE Limited were amended during 2008.
Reunert Limited is required to make appropriate
amendments to the Reunert 2006 Option Scheme
by no later than 1 January 2011. The resolution
listed above is required in order for the
Reunert 2006 Option Scheme to comply with
the provisions of Schedule 14. In terms
of Schedule 14, the resolution must be
approved by equity security holders passing
an ordinary resolution requiring a 75%
majority of the votes cast in favour of
the resolution by all equity security holders
represented by proxy at the general meeting
to approve the resolution. In addition
for the purposes of determining the 75%
majority, the votes attaching to all equity
securities owned or controlled by persons
who are existing participants in the scheme
must be excluded, but only in so far as
those equity securities have been acquired
in terms of the scheme.
The amended Reunert 2006 Option Scheme
will be available for inspection by the
shareholders of the Company at the Company’s
principal place of business for a period
of not less than 14 days prior to the annual
general meeting. |
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9. |
SPECIAL RESOLUTION NO 1 |
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To consider and, if deemed
fit, to pass, with or without modification, the following
resolution as a special resolution: “That the company
hereby approves, as a general approval contemplated
in sections 85(2) and 85(3) of the Companies Act
(Act 61 of 1973), as amended (“the Companies Act”)
the acquisitions 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, 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”), when applicable,
and provided that:
- the general repurchase of securities being
effected through the order book operated by the
JSE trading system and done without any prior
arrangement between the company and the counterparty
(reported trades are prohibited);
- this general authority shall not extend beyond
15 (fifteen) months from the date of this meeting
or the date of the next annual general meeting,
whichever is the earlier date;
- any such repurchase be implemented on the open
market of the JSE;
- at any point in time, the company only appoints
one agent to effect any repurchase(s) on its
behalf;
- the company or its subsidiaries are not repurchasing
securities during a prohibited period as defined
in paragraph 3.67 of the JSE Listings Requirements
unless they have in place a repurchase programme
where the dates and quantities of securities
to be traded during the relevant period are fixed
(not subject to any variation) and full details
of the programme have been disclosed in an announcement
on SENS prior to the commencement of the prohibited
period;
- when the company or its subsidiaries have cumulatively
repurchased 3% (three per cent) of the shares
in issue and for every 3% (three per cent) in
aggregate of the initial number of that class
acquired thereafter, an announcement will be
made;
- the general repurchase(s) may not in the aggregate
in any one financial year exceed 20% (twenty
per cent) of the number of shares in the company’s
issued share capital at the beginning of the
financial year provided that a subsidiary of
the company may not hold at any one time more
than 10% (ten per cent) of the number of issued
shares of the company at the relevant times;
- in determining the price at which the company’s
ordinary shares are acquired by the company in
terms of this general authority, the maximum
premium at which such ordinary shares may be
acquired will be no higher than 10% (ten per
cent) of the weighted average of the market price
at which such ordinary shares are traded on the
JSE, as determined over the 5 (five) trading
days immediately preceding the date of the repurchase
of such ordinary shares by the company;
- after such repurchase the company will still
comply with paragraphs 3.37 to 3.41 of the JSE
Listings Requirements concerning shareholder
spread requirements;
- the directors undertake that, they will not
effect a general repurchase of shares unless,
for a period of 12 (twelve) months following
the date of such repurchase; – the company and
the group will, after payment for such repurchase,
be able to repay their debts in the ordinary
course of business;
| – |
the company’s and the
group’s assets, fairly valued according
to International Financial Reporting
Standards and on a basis consistent with
the last financial year of the company,
will, after payment for such repurchase,
exceed the liabilities of the company
and the group; |
| – |
the company’s and the
group’s share capital and reserves will,
after payment for such repurchase, be
adequate for ordinary business purposes;
and |
| – |
the available working
capital of the company and the group
will, after payment for such repurchase,
be adequate for ordinary business purposes. |
- the sponsor to the company provides a letter on
the adequacy of working capital of the company and
the group in terms of section 2.12 of the JSE Listings
Requirements prior to any repurchases being implemented
on the open market of the JSE.
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DIRECTORS’ RESPONSIBILITY STATEMENT
The directors, whose names are given in the board
of directors section of the annual report, collectively
and individually accept full responsibility for the accuracy
of the information pertaining to this resolution 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 this resolution
contains all information required by law and by the Listings
Requirements of the JSE.
The board has no immediate intention to use this authority
to repurchase ordinary shares in the company. However,
the board is of the opinion that this authority should
be in place should it become appropriate to undertake a
share repurchase in the future.
The reason for and the effect of the special resolution
is to grant the company’s directors a general authority,
up to and including the date of the following annual general
meeting of the company, to approve the company’s purchase
of ordinary shares in itself, or to permit a subsidiary
of the company to purchase ordinary shares in the company.
ADDITIONAL DISCLOSURES
Other disclosures in terms of the JSE Listings Requirements:
The JSE Listings Requirements require the following disclosure,
some of which are elsewhere in the annual report of which
this notice forms part as set out below:
VOTING AND PROXIES
A shareholder entitled to attend and vote at the annual
general meeting is entitled to appoint a proxy or proxies
to attend, speak and vote in his/her stead. A proxy need
not be a shareholder of the company. For the convenience
of registered shareholders of the company, a form of proxy
is enclosed herewith. Proxy forms must be forwarded to
reach the share transfer secretaries, Computershare Investor
Services (Pty) Limited, 70 Marshall Street, Johannesburg,
2001 (PO Box 61051, Marshalltown, 2107, Johannesburg) so
as to be received by them not later than 24 hours before
the time fixed for the meeting (excluding Saturdays, Sundays
and public holidays).
On a show of hands, every shareholder of the company present
in person or represented by proxy shall have one vote only.
On a poll, every shareholder of the company shall have
one vote for every share held in the company by such shareholder.
Shareholders who have dematerialised their shares through
a Central Securities Depository Participant (CSDP) or broker
and wish to attend the annual general meeting, must instruct
their CSDP or broker to provide them with a letter of representation,
or they must provide the CSDP or broker with their voting
instructions in terms of the relevant custody agreement/mandate
entered into between them and the CSDP or broker.
Shares held by a share trust or scheme will not have their
votes at annual general meetings taken into account for
the purposes of the resolutions proposed in terms of the
JSE Listings Requirements.
By order of the board
Reunert Management
Services Limited
Company Secretaries
Sandton
17 November 2009
CHANGE OF ADDRESS AND BANKING DETAILS
Shareholders are requested to notify any change of address
or banking details to the share transfer secretaries. |
