| Wed 28 Jul 2010, 17:00 | | BAT - Brait S.A. Societe Anonyme - Results of annual general meeting |
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BAT
BRAIT
BAT - Brait S.A. Societe Anonyme - Results of annual general meeting
Brait S.A. Societe Anonyme
(Incorporated in Luxembourg)
(RC Luxembourg B-13861)
Share code: BAT & ISIN: LU0011857645
("Brait" or the "Company")
RESULTS OF ANNUAL GENERAL MEETING
At the Annual General Meeting of the Company held on Wednesday, 28 July 2010,
all the resolutions contained in the notice of AGM, which formed part of the 31
March 2010 annual financial statements to shareholders, dated 18 June 2010, were
passed by the requisite number of shareowners. These resolutions regulate:
1. AGM
- To ratify and confirm the payment of an interim dividend for the year ended
31 March 2010 of 11.85 US cents per share and 89,77 cents per share, which
was paid on 7 December 2009.
- To receive and adopt the reports of the directors, statutory auditor and
independent auditors for the year ended 31 March 2010.
- To receive and adopt the statutory financial statements of the Company and
the consolidated financial statements of the Group for the year ended 31
March 2010.
- To grant discharge to the directors, officers and the statutory auditor in
respect of the execution of their mandates to 31 March 2010.
- The directors, officers and the statutory auditor of the Company are
appointed by the Company with a one-year mandate, in terms of the Company`s
articles and Luxembourg Law. It is customary practice to discharge the
directors, officers and the statutory auditor from their mandate at the
annual general meeting, prior to their re-appointment to office for the
following year. The discharge of the mandate does not affect the
obligations and liability of the directors, officers and statutory auditors
in respect of their duties while in office.
- To ratify the appointment by the Board of directors on 7 September 2009 of
Mr PJ Moleketi as the Chairman of the Company to replace Mr ME King, who
resigned on the same date.
- To appoint Colin Keogh to the Board of directors on 28 July 2010. In terms
of paragraph 3.59 of the JSE Listings Requirements, Mr. Colin Keogh has
been appointed as non-executive director with immediate effect.
- To re-elect the following directors for a further term of office in
accordance with the provisions of the Articles of Incorporation:
- Mr AC Ball
- Mr JE Bodoni
- Mr BI Childs
- Mr JA Gnodde
- Mr RJ Koch
- Mr PJ Moleketi
- Mr AM Rosenzweig
- Mr CS Seabrooke
- Mr S Sithole
- Mr HRW Troskie
- Mr SJP Weber
In terms of paragraph 3.59 of the JSE Listings Requirements, Mr. PAB
Beecroft has not put himself up for re-election and has retired as non-
executive director with immediate effect.
- To receive and act on the statutory nomination of the statutory auditor and
the independent auditor for a term of one-year ending at the annual general
meeting in 2011.
- To allocate the Company`s profits.
- In terms of Luxembourg law, the Company is required to transfer to a legal
reserve a minimum of 5% of the unconsolidated net earnings for each
financial year until the reserve equals 10% of its issued share capital.
The legal reserve is not available for distribution, except upon
dissolution of the Company.
- To approve the declaration and payment of a final dividend for the year
ended 31 March 2010 of 11,89 US cents per share and 89,77 cents per share
for the shareholders registered on the South African register to be paid on
Tuesday, 10 August 2010 to those shareholders appearing on the share
register as at 6 August 2010.
- To renew the authority granted to the Company to purchase its own shares
subject to the following limitations:
- Unless a tender offer is made to all shareholders on the same terms
and except in case of an emergency where the purchase is carried out
to avoid a material loss, which the Company would otherwise incur,
each purchase shall be made through a stock exchange on which the
shares in the Company are regularly traded and the purchase price
shall not exceed 5% above the average market value for the shares on
all stock exchanges on which the ordinary shares are listed and have
traded for the 10 (ten) business days before the purchase.
- f purchases are by tender, tenders must be available to all
shareholders alike.
- The maximum number of shares that may be repurchased pursuant to this
authority shall not exceed 10% of the issued share capital of the
company from time to time.
- This authority shall not extend beyond 18 (eighteen) months from the date
of this annual general meeting but shall be renewable for further periods
by resolution of the annual general meeting of the shareholders from time
to time.
- To receive and approve the remuneration policy of the Company. The King
Report on Governance for South Africa and the King Code of Governance
Principles ("King III") requires that the remuneration policy of the
company be tabled to shareholders for a non-binding advisory vote.
- To ratify the adoption of the Group`s Corporate Governance Charter. The
Corporate Governance Charter is available for inspection at the Company`s
registered offices.
- To renew, in terms of the Law of 10 August 1915 on commercial companies, as
amended, and the listing requirements of the Luxembourg Stock Exchange and
JSE Limited, the authority granted to the Board, subject to the terms of
the Articles of Incorporation, to issue further ordinary shares to be
delivered to participants under the Group`s share incentive schemes,
without reserving for the existing shareholders a preferential subscription
right to subscribe to the shares issued, subject to the following
limitations:
- That this authority shall not extend beyond 15 (fifteen) months from
the date of this annual general meeting but shall be renewable for
further periods by resolution of the annual general meeting of the
shareholders from time to time.
- That the price at which such an issue of ordinary shares will be made
in terms of this authority, be based on the weighted average market
price of the ordinary shares as determined over the 7 (seven) days
prior to the date of issue on all stock exchanges on which the
ordinary shares are listed and have traded during that period.
- That the Board be generally and unconditionally authorised for a period of
one year from 28 July 2010, to issue sufficient shares to settle Sitogo
Holdings (Proprietary) Limited, the Group`s current BEE shareholders, for
their 26% interest in Brait South Africa Limited ("BSAL") in line with the
expiry of the BEE transaction on 31 March 2010. The number of shares to be
issued will be determined based on the TNAV of BSAL as at 31 March 2010 and
the Brait S.A. 30 day VWAP to the settlement date, which is expected to be
27 August 2010. Management estimates the number of shares to be issued at
approximately 8 million. The exact number of shares issued will be
communicated to shareholders through a SENS and Luxembourg Stock Exchange
announcement following the conclusion of the transaction.
Final Dividend
The important dates pertaining to the final dividend are as follows:
2010
Last day to trade cum dividend Friday, 30 July
First trading day ex dividend Monday, 2 August
Record date (close of business) Friday, 6 August
Electronic transfer of funds or cheques posted by Tuesday, 10 August
ordinary post in respect of certificated shareowners
Dematerialised shareowners` accounts, held at Tuesday, 10 August
their CSDP and/or broker, credited
Shareholders are reminded that ordinary shares on the JSE Limited, may not be
dematerialised or rematerialised between Monday, 2 August 2010 and Friday, 6
August 2010, both days inclusive.
Non-resident shareowners registered on the South African register, who prefer
their dividends to be paid in US Dollars, are advised to inform their
CSDPs/brokers accordingly and provide their banking details to their
CSDPs/brokers by the required deadline in terms of their agreements entered into
with their CSDPs/brokers.
By order of the Board of directors
PJ Moleketi
Non-Executive Chairman of the Board
28 July 2010
Sponsor
Deloitte & Touche Sponsor Services (Pty) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Date: 28/07/2010 17:00:01 Produced by the JSE SENS Department.
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