Page 62 - Niveus - Integrated report 2013

as and when they in their discretion deem fit, subject to the Companies Act, the MOI of the company and the JSE Listings
Requirements as presently constituted and which may be amended from time to time, and provided that such issues for
cash may not, in the aggregate, in any 1 (one) financial year, exceed 15% (fifteen per cent) of the number of shares of the
relevant class of shares issued prior to such issue.”
Additional requirements imposed by the JSE Listings Requirements:
It is recorded that the company may only make an issue of shares for cash under the above general authority if the following
JSE Listings Requirements are met:
the shares, which are the subject of the issue for cash, must be of a class already in issue, or where this is not the
case, must be limited to such equity securities or rights that are convertible into a class already in issue;
the general authority shall only be valid until the company’s next annual general meeting or for 15 (fifteen) months from
the date of passing of this ordinary resolution, whichever period is shorter;
a paid press announcement will be published giving full details, including the number of shares issued, the average
discount to the weighted average traded price of the shares over the 30 (thirty) days prior to the date that the price of the
issue was agreed in writing between the company and party/ies subscribing for such shares and the expected effect on
the net asset valueper share, net tangible asset valueper share, earnings per share andheadline earnings per share at the
timeofany issuerepresenting,onacumulativebasiswithin1(one)financialyear,5%(fivepercent)ofthenumberofshares
in issue prior to that issue;
that issues in the aggregate in any 1 (one) financial year may not exceed 17 119 753 ordinary shares representing 15%
(
fifteen per cent) of the number of the shares of the company in issue of that class of shares, taking into account the
dilution effect of convertible equity securities and options in accordance with the JSE Listings Requirements;
in determining the price at which an issue of shares may be made in terms of this general authority, the maximum
discount permitted will be 10% (ten per cent) of the weighted average traded price on the JSE of those shares
measured over the 30 (thirty) business days prior to the date that the price of the issue is agreed to between the
company and the party/ies subscribing for the shares; and
any issue will only be made to “public shareholders” as defined by the JSE Listings Requirements and not to related
parties.
9.
Approval of annual fees to be paid to non-executive directors – special resolution number 2
To approve for the period 1 November 2013 until the date of the next annual general meeting of the company, the
remuneration payable to non-executive directors of the company for their services as directors as follows:
Annual board fee for each non-executive director: R86 000
Annual subcommittee fee for each non-executive director: R34 000*
*
Where a non-executive director is a member of more than one subcommittee of the company, the annual subcommittee
fee is limited to R34 000.”
Reason for and effect of special resolution number 2
This resolution is proposed in order to comply with the requirements of the Companies Act. In terms of section 65(11)(h)
of the Companies Act read with sections 66(8) and 66(9) of the Act, remuneration may only be paid to directors for their
services as directors in accordance with a special resolution approved by the holders within the previous 2 (two) years and,
only if this is not prohibited in terms of the company’s MOI.
The payment of remuneration to directors for their services as directors is not prohibited by the company’s MOI. This special
resolution applies only to non-executive directors, as executive directors are required to attend meetings as part of their
terms of employment and do not receive remuneration for their services as directors in addition to salaries they receive by
virtue of their employment by the company.
The proposed directors’ remuneration payable to non-executive directors is based on best practice and aimed at ensuring
fair and competitive remuneration practices. It is important for the company to attract new directors and retain directors
with the relevant capabilities, skills and experience required to effectively conduct the business of the board and lead the
company according to its strategic priorities.
NOTICE OF ANNUAL GENERAL MEETING
(
continued)
Niveus Investments Limited integrated Report 2013
58