Page 60 - Niveus - Integrated report 2013

2.
Considering and, if deemed fit, passing, with or without modification, the below-mentioned ordinary and special resolutions.
The purpose of the annual general meeting is for the following business to be transacted and the following resolutions to be
proposed, all of them as ordinary resolutions unless the contrary appears:
AGENDA
1.
To receive and adopt the audited financial statements and reports
The summarised annual financial statements of the company and its subsidiaries, including the external auditor’s, audit and
risk committee’s and directors’ reports for the year ended 31 March 2013, have been distributed as required in terms of the
company’s MOI and the Companies Act, and will be presented to shareholders at the annual general meeting.
The summary of the consolidated audited annual financial statements are set out on pages 40 to 53, the directors’ report on
pages 43 to 45 and the audit and risk committee report on pages 23 to 25 of the integrated annual report. The full financial
statements are available on the Niveus website.
2.
Appointment of directors – ordinary resolution numbers 1.1, 1.2, 1.3 and 1.4
Mr JA Copelyn, Dr LM Molefi and Mr A van der Veen retire as directors in accordance with the company’s MOI but, being
eligible, each offers himself for re-election as a director of the company. Mr KI Mampeule was appointed as a director during
the year. For CV details, see page 9.
Accordingly, shareholders are requested to consider and, if deemed fit, to re-elect Mr JA Copelyn, Dr LM Molefi,
Mr A van der Veen and Mr KI Mampeule by way of passing the ordinary resolutions set out below:
2.1
Mr JA Copelyn – ordinary resolution number 1.1
Resolved that Mr JA Copelyn be and is hereby elected as a director of the company.”
2.2
Dr LM Molefi – ordinary resolution number 1.2
Resolved that Dr LM Molefi be and is hereby elected as a director of the company.”
2.3
Mr A van der Veen – ordinary resolution number 1.3
Resolved that Mr A van der Veen be and is hereby elected as a director of the company.”
2.4
Mr KI Mampeule – ordinary resolution number 1.4
Resolved that Mr KI Mampeule be and is hereby elected as a director of the company.”
The reason for ordinary resolution numbers 1.1 to 1.3 is to re-elect those directors of the company who retire as directors in
accordance with the company’s MOI. The reason for ordinary resolution number 1.4 is that the MOI of the company and the
Companies Act requires that the appointment of new directors be ratified at the next annual general meeting of the company
following their appointment
3.
Reappointment of external auditor – ordinary resolution number 2
The company’s audit and risk committee has recommended that Grant Thornton (Jhb) Inc be reappointed as the auditors
of the company, for the ensuing year and to note that the individual registered auditor who will undertake the audit during
the financial year ending 31 March 2014, is Mr Huiskamp. Accordingly, the directors propose that the following resolution
be adopted:
Resolved that Grant Thornton (Jhb) Inc is hereby appointed as the auditor to the company for the ensuing year.”
The reason for ordinary resolution number 2 is that the company, being a public listed company, must have its financial
results audited and such auditor must be appointed or reappointed each year at the annual general meeting of the company
as required by the Companies Act.
4.
Appointment of members of the audit and risk committee – ordinary resolution numbers 3.1, 3.2 and 3.3
4.1
Appointment of member of the audit and risk committee – ordinary resolution number 3.1
Resolved that Mr J Ngcobo (see CV details on page 9) be appointed to the audit and risk committee of the company
for the ensuing year.”
NOTICE OF ANNUAL GENERAL MEETING
(
continued)
Niveus Investments Limited integrated Report 2013
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