Page 64 - Niveus - Integrated report 2013

the working capital available to the company and its subsidiaries would, after the repurchase, be adequate for
the ordinary business purposes for the next 12 (twelve) months after the date of approval of this notice of the
annual general meeting;
the company and its subsidiaries pass the solvency and liquidity test and that from the time that the test is
done, there are no material changes to the financial position of the company or any acquiring subsidiary;
c.
they will not make any repurchase until such time as the company’s sponsors have provided the JSE with a letter in
relation to the working capital statement set out above (as required in terms of the JSE Listings Requirements).
The reason for special resolution number 3 is to grant the company a general authority in terms of the JSE Listings
Requirements for the acquisition by the company, or any of its subsidiaries, of shares issued by the company, which
authority shall be valid until the earlier of the next annual general meeting of the company.
The passing and registration of this special resolution will have the effect of authorising the company or any of its subsidiaries
to acquire shares issued by the company.
11.
Amendment to the company’s MOI – special resolution number 4
Resolved that clause 32.1.1.1.4.2 of the company’s MOI as approved by shareholders on 25 July 2012 be deleted in its
entirety.”
The reason for special resolution number 4 is as a result of a change in the JSE Listings Requirements which previously
required shareholder approval for a dividend declaration. The change in the JSE Listings Requirements was implemented
after the adoption of the Niveus MOI on 25 July 2012.
12.
Specific issue of shares for cash in terms of the JSE Listings Requirements – special resolution number 5
Resolved that 2 000 000 shares may be issued to the management company at a price equal to the market value of the
shares on the date of issue.”
The reason for and effect of this special resolution number 5 is to grant the company the authority and flexibility so that cash
may be preserved should it be required for growth or acquisition purposes.
13.
To transact such other business which may be transacted at an annual general meeting.
By order of the board
HCI Managerial Services Proprietary Limited
Company Secretary
16
September 2013
Cape Town
NOTICE OF ANNUAL GENERAL MEETING
(
continued)
Niveus Investments Limited integrated Report 2013
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