Notice of annual general meeting
ADCORP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1974/001804/06)
Share code: ADR
(“Adcorp” or “the company”)
Notice is hereby given that the annual general meeting of the shareholders of Adcorp Holdings Limited will be held at Block A, 28 on Sloane, Sloane Street,
Bryanston, Johannesburg, on Wednesday, 26 August 2009 at 09:00 to consider and, if deemed fit, to pass, with or without modification, the following
AS ORDINARY RESOLUTIONS
||To receive, approve and adopt the audited annual financial statements for the period ended 28 February 2009.
||To elect Amanda Alback as a director of the company Board of directors
||To re-elect Frederik Van Zyl Slabbert as a director of the company Board of directors.
||To resolve that 1 500 000 shares in the authorised but unissued share capital of the company be and are hereby placed under the control of the directors of
the company as a specific authority in terms of section 221(2) of the Act. These shares are specifically for the issue of shares in order to meet Adcorp’s
commitment in terms of the Adcorp Employee Share Trust.
||To resolve that 10% of the ordinary shares in the authorised but unissued share capital of the company be and are hereby placed under the control of the
directors of the company as a specific authority in terms of section 221(2) of the Companies Act, 61 of 1973, as amended (the Act).
||To resolve that Deloitte & Touche be reappointed as auditors of the Group with David Uys as lead partner until the next annual general meeting.
||To transact such other business as may be transacted at an annual general meeting.
Resolved that the directors of the company be and are hereby authorised by way of a general authority to facilitate the repurchase by the company, or any of its
subsidiaries, of shares in the capital of the company, as they in their discretion, from time to time, deem fit. The repurchase will be in accordance with the
provisions of the Act, the JSE Listings Requirements and the articles of association of Adcorp, from time to time, which are:
- the repurchase of securities being 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;
- this general authority shall be valid only until the company’s next annual general meeting, or for 15 months from the date of this special resolution, whichever
period is shorter;
- an announcement will be published as soon as the company has acquired ordinary shares constituting, on a cumulative basis, 3% or every 3% thereafter, of
the number of ordinary shares in issue prior to the acquisition pursuant to which the aforesaid 3% threshold is reached, containing full details of such shares;
- any general repurchase shall not in the aggregate in any one financial year exceed 20% of the company’s ordinary issued share capital;
- in determining the price at which ordinary shares issued by the company will be acquired by the company and/or its subsidiaries in terms of this general
authority, the maximum premium at which such ordinary shares may be acquired will be no more than 10% above the weighted average of the market value
at which such ordinary shares are traded on the JSE, as determined over the five trading days immediately preceding the date of repurchase of such ordinary
shares by the company and/or its subsidiaries; and
- the sponsor of the company provides a letter to the JSE on the adequacy of working capital in terms of section 2.12 of the JSE Listings Requirements, before
the share repurchase commences.
Having considered the effect of the maximum repurchase of 20% of the company’s issued share capital in any one financial year, the directors are of the
- the company’s and the Group’s consolidated assets, fairly valued according to generally accepted accounting practice and on a basis consistent with the last
financial year of the company, will, after such payment, exceed their consolidated liabilities for a period of 12 months following the date of the annual
- the company’s and the Group’s ordinary share capital and reserves will, after such payment, be sufficient to meet their needs for a period of 12 months
following the date of the annual general meeting;
- the company and the Group will, after such payment, have sufficient working capital to meet its needs for a period of 12 months following the date of the
annual general meeting;
- the company may, at any point in time, only appoint one agent to effect any repurchase on the company’s behalf;
- the company may only undertake a repurchase of securities if, after such repurchase, it still complies with the shareholder spread requirements as set out in
the JSE Listings Requirements; and
- the company or its subsidiaries may not repurchase securities during a prohibited period, as defined in the JSE Listings Requirements.
The board of directors of Adcorp will use this authority as and when opportunities arise.
The effect of this special resolution and the reason therefore is to grant the company and its subsidiaries a general approval in terms of the Companies Act
No. 61 of 1973, as amended, for the acquisition by the company of its own shares and/or acquisition by a subsidiary of shares in the company, which general
approval shall be valid until the next annual general meeting of the company, provided that this general authority shall be valid only until the company’s next
annual general meeting or for 15 months from the date of special resolution number 1, whichever period is shorter. Such general authority will provide the board
with the flexibility to repurchase shares should same be in the interest of the company at the time while the general authority subsists.
OTHER DISCLOSURES IN TERMS OF SECTION 11.26 OF THE JSE LISTINGS REQUIREMENTS
There have been no material changes in the affairs or financial position of Adcorp and its subsidiaries since the date of signature of the audit report and the date
of this notice.
DIRECTORS’ RESPONSIBILITY STATEMENT
The directors, whose names are given under the Board of directors section of the annual report, collectively and individually accept full responsibility for the accuracy of the
information pertaining to the special resolutions 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 such
information as required by law and the JSE Listing Requirements.
In terms of section 11.26 of the Listings Requirements of the JSE, the directors, whose names are given under the Board of directors section of the annual report of which this
notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the
recent past, being at least the previous 14 months, a material effect on the Group’s financial position.
VOTING AND PROXIES
If you are a certificated or own name dematerialised shareholder and unable to attend the annual general meeting of ordinary shareholders to be held on
Wednesday, 26 August 2009 at 09:00 at the premises of the company on Block A, 28 on Sloane, Sloane Street, Bryanston, Johannesburg, and wish to be
represented thereat, you must complete and return the attached forms of proxy in accordance with the instructions therein to be received by the transfer
secretaries by not later than 09:00 on Tuesday, 25 August 2009.
If you have dematerialised your shares with a Central Securities Depository Participant (CSDP) or broker, other than with own name registration, you
must arrange with them to provide you with the necessary letter of representation to attend the annual general meeting or you must instruct them as to how you
wish to vote in this regard. This must be done in terms of the agreement entered into between you and the CSDP or broker, in the manner and cut-off time
Additional proxy forms are obtainable from the company secretary and must be deposited at the transfer secretaries not less than 24 hours before the meeting.
By order of the board
15 July 2009